A Time For Change
by darkforest214
Summary: Sequel to “Transforming Thoughts.” Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.
1. Chapter 1

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** I thought where I ended "Transforming Thoughts" was a good place to end it. Unfortunately, I enjoyed writing the story so much that I couldn't just _end_ it. Know what I mean? Anyway, I decided to continue it…I hope it has similar success as it's precursor. (A.K.A. review people!) Oh, and don't mind the fluff…

* * *

Chapter One

"Goodnight, Beautiful," said James. "I had a wonderful time with you today."

Lily blushed, "So did I, I'll see you in the morning. Sweet dreams," she said before kissing him on the cheek.

"Not so fast, Evans. I want a proper good-night kiss," he teased.

"If you insist Potter," she smirked and she kissed him deeply, her tongue darting out quickly to meet his before parting and turning to leave.

"Goodnight," he said slightly dazed, as she climbed the spiral staircase. She turned and flashed him a smile before disappearing up the stairs.

As suspected, when James entered the sixth year boys' dorm room he was bombarded by questions. However, being attacked by a dog came as a surprise.

Padfoot get off!" James exclaimed as the shaggy black dog knocked him on his backside and pinned him to the ground.

Padfoot let out a sharp bark but didn't budge. "Translation please?" James called out, looking to Remus.

"Don't look at me, I only speak werewolf," Remus joked.

"Moony!"

"Oh, all right," Remus said sarcastically. "It's a rough translation, but here it goes… 'Tell us what happened today you bloody doe or I'll — Padfoot, that's not very nice," said Remus. They had roughly planned this out earlier otherwise Remus wouldn't have had a clue what Sirius wanted.

"Grrrowl woof!"

"If you insist… '—or I'll piss in your shoes,'" Remus finished.

"Very funny you two," said James, rolling his eyes.

"You asked for it," Remus said with a shrug.

"How? How did I ask to be attacked by a crazy dog?" asked James. "We should have him checked for rabies."

Remus sat on the edge of the nearest bed and looked down at his friend on the floor. "He's as sane as you and I. You asked for it by not telling him in the first place," he said simply.

"Tell him _what_?"

"Beats me," Remus shrugged again.

"Grrr woof."

"Oh, he's still waiting for your answer," Remus said while trying to stifle a laugh.

"It was a tail-wagging good time. Now will you let me up?" said James, raising his voice to prove his point.

"Grrrowl."

"He says that's not good enough," said Remus.

"Go chase your own tail you worthless mutt!" James snarled as he shoved Padfoot off him. The dog tried to regain his position but was knocked off. "Don't make me sprout antlers!"

"He's just a curious little puppy," said Remus as he scratched the shaggy dog's head between his ears. Padfoot's tail thumped loudly on the floor as he wagged it in appreciation.

"If you wanted to know so badly why not just come out and ask me?" James said as he rubbed his sore backside. _'Damn mutt,'_ he thought.

Sirius reappeared, sitting at Remus's feet. "I did ask you, and you said you weren't going to tell us anything. By the way, thanks mate," said Sirius, turning his attention to Remus. "That scratch between the ears was just what I needed…it really hit the spot."

"Anytime," Remus smiled, his hand still resting on Sirius's head.

"All right, fine. Do you want to hear this or not?" said James.

"Of course we do," said Remus.

"We're all ears," said Sirius.

"Where's Peter? I don't want to have to repeat myself," said James.

"Oh, he fell asleep half an hour ago," said Remus.

"Yeah, long day. He was plum tuckered out by the time we got back," added Sirius.

"Fine, whatever. Where should I start?" James asked with a resigned sigh. He knew without asking what Sirius wanted to know, he just didn't know how or what to tell him.

"How about you start at the beginning," Remus suggested.

"Yeah, start with what you two did after the Quidditch match," Sirius said eagerly.

James moved slowly to his bed, sat down and took off his shoes, all the while aware of the two sets of curious eyes that watched him. Remus and Sirius sat on the closest bed next to his — which just so happened to belong to Sirius — and listened intently, both eager to hear what happened.

When James had finally made himself comfortable he let out a sigh and prepared himself to begin.

* * *

**A/N: **Hmmm Lily "flashes him with smiles" a lot... R&R Folks, there's more to come! 


	2. Chapter 2

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** I don't know when I'll be able to get on to post the next chapter, but here's chapter two!

* * *

Chapter Two

"Well, when we got back to the common room she was cold," said James as he played with the fringe of the blanket on his bed.

"We know that part," said Sirius, rolling his eyes. "Get to the part where you start snogging her!"

"No wonder you can't keep a girl," said Remus as he eyed his friend.

"Oh yeah? And what's your excuse?"

"Werewolf. Yours?"

"Are you two done?" snapped James.

"Sorry," they both said as they hung their heads like guilty puppies.

"That's better," said James and he continued. "So we were sitting in front of the fire trying to warm up and—"

"Did you just pounce her or did you ask if you could snog her first?" Sirius asked.

"Do you want to hear this or not?" James said sarcastically.

"Sorry…"

"It was kind of awkward, we just sat there staring at the fire until I—"

"Jumped her?"

"SIRIUS!" both Remus and James said as one.

"I swear Padfoot, one more word out of your mouth and you won't be able to sit for a week," said Remus.

"Feeling violent are we?" asked Sirius, eyebrows raised.

"No, I feel like experimenting a few new spells," said Remus. "Care to be my test subject?"

"Er…not really," said Sirius.

"Then let him at least _finish_ a sentence before interrupting again," said Remus.

"Thanks, Moony," said James. "Now as I was saying, we were sitting there in awkward silence until out of nowhere I hit her in the head with a pillow!"

"Oh James…" said Remus, shaking his head.

"Even _I_ could have told you that was a mistake," said Sirius, rolling his eyes.

"I know, I know…and I almost regret it. _Almost_," said James, a smile lighting his face. When his friends didn't interrupt he continued. "I was watching her out of the corner of my eye and I saw her go for another pillow. So I hit her again before she could get me."

"Have I taught you _nothing_?!" Sirius nearly shouted.

"She hit me back twice as hard," James continued as if he hadn't been interrupted. "This may sound really stupid, but I found that really attractive," said James, blushing slightly.

"No, that isn't stupid," said Remus.

"Yeah, I totally see what you mean," said Sirius. "If a girl had the courage to flog me with a pillow I'd definitely want to snog her."

"We got into this pillow fight and she wouldn't stop hitting me," said James.

"Years of pent up anger and resentment," Sirius whispered out of the corner of his mouth to Remus.

"I heard that, and I don't think it's true. If you could have seen her… she was laughing the entire time and her eyes… her eyes sparkled like emeralds. By god it's beautiful when the girl smiles," said James, a dreamy look in his eyes.

"C'mon, get to the part where you — ow!" said Sirius, cut off by a quick jab to the ribs.

James was jolted from his memory and finished his story. "She wouldn't stop hitting me so I pinned her to the couch." Sirius was about to interrupt when Remus quickly clasped his hand over his mouth and nodded at James to continue. "Our eyes locked and—"

"Mm mmmd?" Sirius mumbled despite Remus's hand.

"Yes, Padfoot. We snogged," said James, rolling his eyes.

"See, now was that so hard?" asked Sirius when Remus removed his hand.

"Yes it was. You kept interrupting!" said James.

"I know," Sirius smirked.

"So what happened today at Hogsmeade?" Remus asked.

"Are you two actually going to let me tell the story this time?" James asked sarcastically as he eyed the two warily.

"Actually—"

"I'll try my hardest to keep him quiet," said Remus.

"Okay, but Sirius you _have_ to keep quiet this time or else I'll stop mid-story," said James sternly.

"I'll try to behave, I swear," Sirius said with a cheery smile.

James rolled his eyes. "Then why do I have the feeling that you'll interrupt me at least a dozen times before I get five minutes into my story?"

"If you can even get _that_ far," said Remus.

"Hey! I can keep my mouth shut for more than five minutes," said Sirius, sounding offended.

"Prove it!" both James and Remus said as one.

"But I don't like salads…" Peter's voice drifted from his bed. The three exchanged looks and stifled their laughs. Peter was eating in his dreams again, or in this case a nightmare!

"You know what, I'm tired," said James. "And I don't feel like spending half the night trying to tell you a single story. So Padfoot, if you can prove to me tomorrow that you can be quiet for more than five minutes I'll tell you. Deal?"

"Deal," said Remus before Sirius could protest.

Remus got up and went to his own bed and the three boys settled down for the night.

"Mischief Managed," they all whispered at the same time. The candles were extinguished with a magical puff of air, the only light in the room was from the faint sliver of the moon.

A little more than two weeks away was Halloween. It was also the next full moon.

* * *

**A/N:** R&R please... 


	3. Chapter 3

**Title: **A Time For Change  
**Author Name:** DarkForest214**  
Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** I tried to update earlier but FF.N was giving me troubles...Here's chapter 3!

* * *

Chapter Three

After Lily parted from James in the common room she entered her dorm room in a dream like daze and did something she hadn't done in months; she wrote in her diary.

Lily quietly dug the tattered diary out from the bottom of her trunk and snuggled down in bed to write. Using her wand for light she dipped her quill in the ink and paused, quill poised over a blank page. She placed her quill back in the ink pot and out of sheer curiosity she read the last entry she had made. Surprisingly it was from the first day of school, but naturally she was ranting about how insufferable James was. With a small laugh she picked up her quill and turned the page. _'It's best to start with a clean slate,'_ she thought before beginning her entry.

_Dear Diary,_

_I still think that sounds ridiculous… Anywho, no excuses for the lack of updates, I just haven't. Let me start off by saying that I had an amazing day!_

_I went to Hogsmeade with __**James Potter.**__ Yes, James Potter…_

_We explored the shops for a bit then went to the Three Broomsticks for lunch. It was so sweet and romantic… We had a table in the corner and had a nice, simple chat. We started off by learning more about each other…small talk I guess. It was very simple, but in a good way. No snogging this time, I think that's a relief…or not… I don't know…_

_He's different, I mean, he's still the same person, but there is something different about him that I can't quite put my finger on. And when I'm with him I feel so…so…I don't know, special. I can't explain it really…I was sort of hoping writing about it would help put my thoughts in order, but I'm just as confused as ever. I really enjoy James' company, and I find myself liking him more everyday. How did it all change?_

_I don't really know, but maybe I'll figure it all out eventually. Then again, maybe it's better left unexplained…_

_Love Always,_

_Lily_

She finished up the entry and tucked her diary back into her trunk. Laying back in bed she closed her eyes and imagined she was back in the Three Broomsticks drinking a butterbeer, talking, flirting, and enjoying every minute of it.

* * *

**A/N:** I know, I'm not consistent with chapter lengths... Anywho, R&R please! 


	4. Chapter 4

**Title: **A Time For Change**  
Author Name:** DarkForest214**  
Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** Since last chapter was so short I'm posting this one already... Not much else to say except keep those reviews a comin'! (they always brighten my day)

* * *

Chapter Four

As the weeks passed and Halloween drew near it became quite clear that the former enemies Lily Evans and James Potter were no longer. Nearly every girl that knew Lily couldn't believe she had actually agreed to go out with him, while many of the male persuasion wanted to know how James had finally managed to get the girl of his dreams.

But as the Holiday festivities and the full moon drew closer Lily and James took the backseat in Remus' mind. Lily knew, but she didn't know about James, Sirius or Peter. The four of them would miss out on the Halloween feast; Peter regretting it the most.

"So I was thinking, this month since it's on Halloween, we should do a little something special," said Sirius as the Marauders sat around the breakfast table on Halloween eve.

"Is that really a good idea, Padfoot?" Remus asked quietly.

"Yeah, think about it," said James. "It's a holiday, there might be a lot of people celebrating in the village."

"We'll keep him away from Hogsmeade then," said Sirius. "Besides, it's _Halloween_. These people are so superstitious…they're worse than muggles."

"'These people?' Sirius, you're one of them! We all are. Wizards have the right to be superstitious. We _know_ those creatures from so called legends _actually_ exist," said James.

"I don't mind spending it in the shack," said Remus. His voice was low and he didn't look at either of them. It always made him nervous when they talked about setting the wolf free.

"You might not mind, but the wolf... the way he behaved last time says otherwise," said Sirius, giving him a significant look.

"I don't know, Sirius," said Remus. "I don't want to risk putting you guys in danger, or anyone else for that matter."

"Don't worry, we can look out after ourselves and handle you, no problem. We've done it before," said James, reassuring him.

"It's up to you, really," Peter said between mouthfuls of food.

"Remus let out a sigh. "I guess we could all—"

"Good morning, James!" said Lily with a broad smile as she came up behind them and wrapped her arms around James' neck in a hug. "G'morning Remus, Sirius and Peter…"

Remus snapped his mouth shut and Sirius suddenly became very interested in his pumpkin juice. "Oh, er…good morning, beautiful," said James.

"Scoot over," Lily said, flashing him a playful smile as she squeezed into the spot between James and Remus. "What were you guys talking about?" she asked curiously as she picked a piece of bacon off of James plate.

"Nothing."

"Homework."

"Quidditch."

Their answers came all at once. Lily noticed that James was the only one that wasn't avoiding eye contact with her. She eyed them suspiciously. "All right, tell me…what's going on?"

"Nothing," said James with a cheery grin and a shrug. She gave him a look, but he ignored it.

"Well I can tell you now, if you're planning something don't think I won't go to Professor McGonagall just because I'm dating you," she said sternly. "Because I will, you know."

James smiled and kissed the top of her head. "I know."

Lily couldn't resist his smile and her stern expression fell from her face. "Just don't do anything too dangerous, I want you all in one piece," she said softly, a twinkle in her eyes.

James was left speechless while Sirius made gagging motions behind her back. "Stop that," he said, throwing a biscuit at his head. "Of course I'll be careful," said James, turning his attention back to Lily.

"Promise?"

"I promise."

"Good," she said as she stood up. "I hate to eat and run, but I must go to the library." She snatched a half eaten piece of toast off of James' plate and walked out of the Great Hall.

"Oh real mature, Padfoot," said James, rolling his eyes.

"What?" said Sirius while trying to look as innocent as possible.

"You know very well what I'm talking about."

"Do I?" he taunted.

"All right, knock it off you two. I'd rather discuss the next _three_ full moons than listen to you two go at it like an old married couple," said Remus, rolling his eyes at them.

"If we're married, what does that make Lily?" asked James.

"Your mistress!" said Remus, a twinkle in his eye.

"James, how could you?!" said Sirius, getting in on the joke. "After all we've been through!"

"Look, Sirius, I'm sorry…but she has things you don't," said James.

"James!"

"Get your mind out of the gutter, Sirius," said James, rolling his eyes. "I was talking about her personality you dolt."

Sirius laughed as Remus shook his head. What had he started? "All right, that's enough," Remus said after sitting through five more minutes of pointless bickering. "If you don't quit it now I'll sign you up for marriage counseling." Sirius and James mumbled and groaned, but Remus ignored them and got them back on topic: the full moon. "So what _are_ we going to do?"

"Agree to date other people?" asked Sirius.

"Works for me," said James.

"What? No, not about that… I'm talking about _Halloween_," said Remus, lowering his voice.

"Let's go into the forest," Sirius suggested.

"I don't know…" said Remus.

"We'll keep you away from all humans," said Sirius.

"And we never go so far in that we can't find our way out," said James.

"The wolf needs exercise, Remus. One more moon spent cooped up inside could be dangerous not only for you, but us as well," said Sirius. All traces of joking mischief were gone, there was only concern for his friend in his eyes.

Remus looked at them, analyzing their expressions. He knew they were being serious. If only he could remember what happened last full moon, or the one before that for that matter. The only time he ever knew what his wolf felt or thought was mid-transformation, when his bones shifted and his mind melded with the wolf's. But once transformed the wolf was in charge and Remus was nowhere to be found.

He let out a sigh and gave his friends a half-hearted smile. "Let's let the wolf run free," he said. "I think he'd like that…" In fact, he was positive the wolf would enjoy it.

"You'll go with Pomfrey as usual. Peter and I will join you for the transformation and lead you out," said Sirius.

"And I'll be waiting in the forest, because lets face it, with my antlers I won't fit through the tunnel," said James.

"We'll keep you in the forest until the moon is nearly set."

"Then we'll herd you back to the Whomping Willow and make sure you get back in the shack," finished James.

"Don't forget to destroy some furniture and make some new marks on the walls," added Peter. "You wouldn't want Pomfrey to get suspicious…"

"Forgot about that one, thanks Peter," said Sirius.

Remus knew the plan. It was always the same. But he also knew his friends told him for his benefit, to keep his mind at ease even as he lost control.

"It's settled then," said Remus before grabbing his books to stand. "Shall we?" he asked, indicating the exit.

"We shall," James and Sirius said as one. And the Marauders left for their first class of the morning.

* * *

**A/N:** You know the drill... 


	5. Chapter 5

**Title:** A Time For Change  
**Author Name: **DarkForest214  
**Rating:** PG-13  
**Spoilers: **"Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer:** I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** I've been really busy with work and everything, so when I had a moment at school to post I jumped on the chance. Enjoy…

* * *

Chapter Five

The Marauders sat around the fireplace that night in the Gryffindor common room talking in hushed tones. Whenever someone entered the room they'd stop talking and would look around warily before continuing their conversation. At the moment they were trying to figure out if they should tell Lily about their unregistered animagi selves.

It was tied two-to-two when Lily entered the common room and their conversation abruptly ended. James wanted her to know and Remus backed him up, insisting she could be trusted. But Sirius didn't want to risk it and Peter was too panicky about anyone knowing at all. So they dropped it, knowing they could always discuss it later in their dorm room.

"Am I interrupting something?" Lily asked when she joined the group.

"Er, not really," said James.

"We were just…talking," Remus said with a shrug.

"Fair enough," she said as she sat down next to James. The Marauders exchanged a glance and Lily fidgeted in her seat. "Are you sure I'm not interrupting?" she asked, breaking the awkward silence.

"No, no…it's fine," said Remus. But silence fell over them again.

"Um…sure…" said Lily. "Er, James can I talk to you?" she asked. The unnatural silence made her very uncomfortable.

"Yeah," he muttered as he stood and held out his hand for her. She took it and the two headed toward the exit.

Before they stepped through the portrait hole James paused to hold the door open and looked back. Sirius glared at him, the look in his eyes clearly said _'Tell her and I'll deal with you personally…'_ James nodded and silently reassured his best friend that he wouldn't share their secret until they had all agreed otherwise.

"Where to?" James asked as he closed the door.

"Let's just walk," said Lily. She slipped her hand in his and the two wandered the corridors.

After walking around in silence for a while James paused and turned to Lily. "What did you want to talk to me about?" he asked.

She looked up into his eyes and sighed. _'What __**did**__ she want to talk to him about?'_ But as she watched his brow furrow in worry she knew she had to just come right out and say it. "I feel like an outsider, James," she said bluntly. The look in his eyes quickly went from confusion to hurt. "I know you don't mean to," she added quickly. "But, when we're with your friends… You don't talk around me, you aren't normal. Is it because you don't trust me?"

"I do. You know I do," said James, speaking quickly and softly. "And Remus does too, it's just—"

"Sirius?"

"And Peter."

"What?"

"I can't lie to you. I could never lie to you about something like this," said James, picking his words carefully. "But I can't tell you…not yet at least."

"Does it have to do with Remus?" Lily asked quietly. James looked surprised but quickly covered it up. "Don't tell me you forgot that I knew?! The full moon is tomorrow night, James."

"Remus told us you knew…"

"And you know I'd never tell anyone his secret," said Lily.

"Just like I know you'll never betray mine…" James muttered to himself.

"What?"

"Huh?"

"You just said something," said Lily, eying him suspiciously.

"I was thinking out loud to myself," said James, trying to shrug it off. "I promise you now, that you'll find out soon."

Lily nodded and figured she'd try to change the subject. "So, will you sit with me at the feast tomorrow?" she asked, flashing him her most charming smile.

"The feast?"

"The Halloween feast… Don' tell me you forgot!" said Lily.

"It completely slipped my mind," he said. His heart was torn; go with Lily and leave Remus or go with Remus and leave Lily. The second option seemed less dangerous. Padfoot and Wormtail would need his help keeping the wolf under control. "I — I don't know if I can…" he said regretfully.

"What do you mean?" she asked.

"I have to be there for Remus."

"But once he's fully transformed you can't be anywhere near him. Any scent of human flesh and he'll—"

"I know, but I — argh, I just can't tell you yet," said James. He never thought he could be torn like this, but he couldn't tell her, not yet at least. He couldn't even tell her about himself because he was so closely tied with Sirius and Peter. Nobody outside of their circle knew anything about any of them. Lily was the first to know about Remus, and would eventually be the first to know about the other three.

"All right, I know you can't say," said Lily with a resigned sigh. "And I trust that you _will_ tell me eventually."

"Sooner or later," James assured.

"More like sooner," said Sirius as he stepped out of the shadows and seemed to appear in thin air.

* * *

**A/N:** I don't know when I'll be able to post again, I've been really busy with work...so R&R and Yay for the movie (I'll post my ideas/review on it later)

Live, Laugh, Love,  
DarkForest214


	6. Chapter 6

**Title: **A Time For Change**  
Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** Sorry 'bout the long wait, but here's chapter six.

* * *

Chapter Six

Once Lily and James had left the common room Remus continued to try and convince his friends that she _had_ to know.

"They've been together for nearly a month now," said Remus.

"Exactly," interrupted Sirius. "They've _only _been together for a month."

"I _know_ Lily, I've spent countless hours with her. She never once questioned why I was sick in the Hospital Wing once a month. Not until she—"

"Figured it out? Yeah, you told us that. But she doesn't have to know about _all_ of us," argued Sirius.

"Yes she does. What would you think if once a month your girlfriend went off with her werewolf friend? How could you justify that?"

"But—?"

"But what?"

"But what if things don't work out. What if they end it shortly after we tell her?" said Sirius.

"Do you honestly think James would let that happen?" said Remus. "He's been after Lily for so long, now that he has her he isn't letting go."

"I don't know, but what if—"

"What if, what if, WHAT IF!" said Remus, his voice increasing into a shout. Several students turned to stare wide eyed at the normally quiet sixth year and he immediately lowered his voice. "What if you had been sorted into Slytherin with the rest of your family? What if James had never made the Gryffindor House Quidditch team? What if Peter had never learned to transform? What if I had never been bitten? Don't you think I notice these things? If you spend your entire life dwelling on the 'what ifs' of life you're not really living, are you?"

"Well—"

"So why shouldn't we trust her?"

"No reason," said Peter quietly.

"So what if something bad happens between the two? He'll still be my friend and so will she. You will never know if you don't try," Remus finished.

Sirius let out a snort. Remus was right and he knew it. He just hated sharing their secret. He was protective of it, proud of it; it was what made their group special. He just knew that once they told one person they were bound to tell others. He didn't want to risk it, but maybe for Lily they could.

"We'll tell her then?" asked Sirius. Both Remus and Peter nodded. "Then lets go find them."

"We're going to tell her now?" asked Peter, looking scared.

"There's no time like the present," said Sirius.

Remus smiled. "Don't worry Peter. I'm sure she'll be very proud of you," he said soothingly.

"Even though it's only a rat?" he asked.

"We're all proud of you. Learning to be an animagi is not a walk in the park," said Sirius. "James and I had a rough time too, we just didn't let it bring us down."

"It took longer for you because you became discouraged," added Remus.

"Not to mention the frequent visits to the Hospital Wing," said Sirius.

"It was only three times," said Remus, speaking in Peter's defense.

"Once because of you ears, once for your left hand… What was the third one again?" asked Sirius.

"I sprouted a tail…" Peter replied bashfully.

"Now I remember," said Sirius, suppressing a laugh.

Remus rolled his eyes. He knew Sirius just wanted to hear Peter confess to the tail one more time. "What are we waiting around here for?" Remus asked. "Let's go find them."

"Do you really want to interrupt them _now_?" asked Sirius, eyebrow raised. "They're probably snogging in a dark corner somewhere."

"I'll go grab the map," said Remus as he resisted the urge to roll his eyes again.

"And the cloak!" Sirius said loudly. A group of third years eyed him curiously and with out skipping a beat he added, "It's getting cold out."

Remus nodded and continued up the stairs. While he grabbed the Marauder's Map and James' invisibility cloak, Sirius and Peter left the common room to wait for him out in the hall.

Using the map and the invisibility cloak they found the pair and waited for the right time to intervene.

* * *

**A/N:** I'll probably wait a week or so before posting the next chapter. I still have to finish typing it, and I've been busy with work...So, as always, R&R and don't forget about me before the next chapter is out! 


	7. Chapter 7

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** Sorry for such a long wait…I hope I'll be able to post the next chapter sooner than later (depends on my work schedule...). Enjoy!

* * *

Chapter Seven

"All right, I know you can't say," said Lily with a resigned sigh. "And I trust that you _will _tell me eventually."

"Sooner or later," said James.

"More like sooner," said Sirius as he stepped out from under the invisibility cloak.

"What?!" said James, looking shocked.

"Remus is good with words, remember?" he responded with a slightly sarcastic tone.

James nodded. Lily blinked as Remus seemed to appear from out of nowhere, Peter at his side. "If we're going to do this, Prongs we can't do it here," said Remus.

"Wormtail suggested an empty classroom," said Sirius.

"Prongs? Wormtail?" Remus, what's going on?" asked Lily as she looked from Remus to James, to Sirius and back to Remus.

"Empty classroom," said Remus.

"How'd you do it Moony?" James asked as Sirius led them down the hall.

Lily's head snapped up at the word 'Moony.' Now _that_ nickname she recognized. "Remus, does this have anything to do with—"

"Yes," he said, cutting her off.

"So Prongs and Wormtail are nicknames also?" she asked, making the connection. "But what's—"

"Not here," Sirius cut her off.

"We'll explain everything in good time," assured Remus.

"But….argh I'm so confused," Lily moaned, clearly frustrated.

James wrapped his arm around her waist and kissed the top of her head. "I know, but you soon won't be." Lily smiled and rest her head on his shoulder, she knew her curiosity was getting the better of her.

Sirius stopped outside a door and pulled out what looked like a scrap bit of parchment. "I solemnly swear that I'm up to no good," he said, tapping it with his wand. "This one's empty."

"And Filch is with Peeves in the Great Hall," said Peter from his side.

"The coast is clear then…" said Remus.

They filed into the empty classroom and Sirius shut and locked the door behind them. James guided Lily to the front of the room and set her in front of the professor's desk. He then joined his friends who were sitting on the four desks in the front row. Lily sat on the professor's desk and waited for them to begin.

"You know _what_ I am," said Remus, starting things off. "Every month since my first year here, Madame Pomfrey led me to a hidden tunnel underneath the Whomping Willow."

Sirius stood and showed Lily the map, pointing out the passage as it lead off the edge of the map. "The passage leads to a trap door in the floor of the Shrieking Shack," said Sirius.

"And for years I spent those painful nights alone," said Remus.

"As his closest friends we were naturally curious as to what happened to our gentle friend once a month that landed him in the hospital wing with a bunch of cuts and bruises," said James as Sirius returned to his seat.

"So they followed me one month, hiding themselves very well I might add," said Remus. "And stumbled in on me mid transformation."

"Needless to say we high-tailed it out of there as fast as humanly possible," said Sirius.

"So we confronted him about it the next day in the Hospital Wing," Peter said quietly, managing to get his two Knuts in.

"And I confessed, very similar to what I said to you," said Remus, indicating Lily.

Lily watched the exchange with wide eyes and listened very closely to avoid missing any details.

"We figured it must be very hard for him to go through the same pain month after month without anyone there to comfort him or ease his boredom," said Sirius.

"So we went to the library," said James. "And when we read that a werewolf will not attack other animals—"

"—And only humans," added Remus.

"I came up with—"

"Excuse me Padfoot? It was _our_ idea," said James.

"Fine, whatever…_we_ came up with the idea to become animagi," said Sirius.

"But that's _very_ advanced magic," said Lily. "Even fully trained adult wizards have a difficult time learning!"

"You're telling me!" said Peter.

"Peter? Does that mean…"

"Yes Lils, the three of us are animagi," said James.

"What? But how?" asked Lily, clearly shocked. It was a good thing she was sitting down, even now she could feel her knees shaking.

"Books, practice, interviews… Where there's a will, there's a way," Sirius shrugged.

"Sirius was the first to get the hang of it," said Remus. "After two and a half years he was able to fully transform at will into a black, shaggy dog. Hence the name Padfoot."

"James, not to be outdone, was able to successfully transform a week later. His form is that of a stag, that's where the name Prongs comes from," said Sirius.

"Yes, and they're sharp too," said Remus with a slight grimace.

"It took nearly three full years for Peter to fully transform, but he did it! During this last summer we really worked with him and now he's able to transform into a rat. His nickname is Wormtail," said James.

"You did all this as third, fourth and fifth years?" Lily asked.

"Well, we didn't find out about Remus until after Christmas our third year," said Sirius.

"And we spent the rest of that year reading and gathering information," said Sirius.

"We didn't try anything until we came back fourth year," said Peter.

"We worked all through the summer too," said James.

"And Remus even helped us by looking up facts and transfiguring any furry patches back to normal," said Sirius with an uncomfortable shift in position.

"We all got it sooner or later and we've spent every full moon together ever since," said James. "Which is why I said I didn't know if I'd be able to sit with you at the feast…"

"I completely understand. Go, keep Remus safe," said Lily.

"Are you sure?"

"Positive…Now if you don't mind me asking… Could I see your animagi forms?" she asked cautiously.

"I don't mind," said James.

"Nor do I," said Sirius.

"Doesn't matter to me," shrugged Peter. And soon there was a large rat on top of the desk where Peter had been moments before. Sirius stood and picked up the rat.

"He makes a great look out," said Sirius, "he's small enough that he can go unnoticed and has a sensitive nose," said Sirius as he took a leftover cookie from dinner out of his pocket and broke off a piece.

"You've got a good nose too Padfoot…not to mention a killer sense of sound," said James.

"Ah, well, that I do!"

"And he's modest too!" Remus said, winking at Lily.

"All right," said Sirius. "My turn…" he hopped of the desk and landed on all fours as a shaggy, black dog.

Lily stood up and crossed over to pet the tail wagging mutt and knelt down before him. "It almost looks like he's smiling," she said as she scratched him between the ears.

"He loves getting his belly rubbed," Remus said helpfully, and as if on cue Padfoot flopped over and his back and looked pleadingly at Lily, adding a little whine for the full affect.

"Aww, how sweet!" said Lily as she began to rub his stomach. "Maybe he'd be better off if he just stayed like this," she said with a laugh.

"I've told him that exact thing several times," said James. Lily laughed and looked up at him.

"It's true," said Remus with a smile and a nod. Lily stood and Padfoot righted himself. He gave a mighty shake before transforming back into his oh-so-charming, _human_ self.

"I heard that," he growled. "And I'll tell you what I've told James. The tail I can live with, but the fleas…the fleas are murder."

Lily laughed and looked to James, flashing him a smile. "So James," she said, her voice soft and sweet. "Let's see that stag!"

"The look in her eye and the tone in her voice made James suddenly self conscious. She watched him with her admiring eyes, _'beautiful green eyes'_ he thought.

"Feeling bashful?" Sirius teased.

James glared at him and soon Sirius was standing face to antlers with Prongs. Prongs let out a snort and Sirius took a step back. The large stag slowly turned to face Lily. She moved to stand in front of him and looked up at the stag in awe.

"Can I…" she blushed. "Can I touch him?" she asked softly, looking to Remus.

"He won't bite," Remus said, nudging her closer to Prongs.

She reached out her hand and he lowered his head. Gingerly she stroked the stag's velvety nose and smiled. "Magnificent," she said, her voice barely audible. Prongs lowered his head and nudged her, urging her to continue petting him. She rubbed between his eyes, scratched between his ears and she stroked his sleek neck. "Absolutely beautiful," she said.

"No, you're beautiful," said James as he reappeared, standing in front of her with her arms around his neck. She smiled and pulled him into a hug.

"I will never betray your secret," said Lily, her face was an inch from his and their noses nearly touched.

"Promise?" James teased, eyebrow raised.

Lily smiled and kissed him. "Of course I promise," she said with a smile.

Peter blushed at this show of affection and looked at his hands, Sirius watched intently for something he could use against James later and Remus looked away with a twinge of jealousy, shortly followed by guilt.

An abrupt knock at the door snatched their attention and they froze. "Who's in there?" shouted a gruff voice.

"It's Filch," hissed James.

"Didn't you watch for him on the map?" Remus asked.

"He was in the Great Hall," Sirius said in his own defense. "Besides, I can't keep tabs on him _all_ the time."

"Whatever, just hide…or something!" said James, trying to prevent an argument.

"Mischief Managed," Sirius hissed.

"I have a plan," said Lily.

"I know you're in there!"

"Just a minute, Mr. Filch," Lily called out sweetly.

"What are you doing?!" Sirius snapped.

"Hush up and play along. Get your wands out, all of you," Lily said authoritatively as she crossed the room to the door.

"Open up or I'll send for the Headmaster!" Filch called out as he continued to bang feverishly on the door. "You could be expelled for thi—"

"Sorry, Mr. Filch," Lily said as she opened the door and cut him off mid word. "We were practicing spells and couldn't get to the door."

"What?" growled Filch as he glared over her shoulder at the four boys.

"We were just—"

"Black! Potter! I should have known it was you two," Filch spat as he shoved past Lily into the classroom. "Planning another one of your little escapades are we?"

"No Sir, not at all," said James. "Like Lily said, we were practicing spells."

"You see Peter was having a hard time with the spell we learned in Transfiguration today, so Lily and I were helping him while James and Sirius practiced," said Remus. He had caught on to Lily's idea early on and hoped his explanation would be good enough.

Filch looked from one innocent face to the next, it looked as if he was going to give up. They were going to get away with something _again_! But a malicious grin came to his lips as he turned to Peter and snarled, "What spell?"

"W-what spell?" Peter stuttered as he was caught off guard. Sirius hid his head while Remus looked anxiously at Lily.

_'What spell?'_ her eyes asked him. She hadn't thought of that…

Peter nervously glanced down at his feet. Feet, shoes, shoelace… shoelace! He was missing a shoelace! "We were, er, transfiguring shoelaces," he said.

"Into what?" Filch sneered in distaste.

Lily and Remus exchanged a nervous glance once more as Peter struggled for an answer. "I…I'm not able to do it…" said Peter.

"I'm not asking you to demonstrate. I'm asking you what you were trying to turn the shoelace _into_," growled Filch.

"Sorry," Peter muttered, trying to buy himself some more time as he desperately searched his mind for some kind of an answer. "Into a…er…toy rubber snake," he managed to say.

Filch glared from one student to the next, after making the rounds and returning his gaze to Peter he let out a low growl and stomped toward the door. "I believe you _this_ time," he snarled. "But if anything—and I mean _anything_—happens tonight I'm coming to _you _first," he said, glaring at Sirius and James.

"How flattering," Sirius muttered after the door slammed shut behind Filch.

"It's good to know that we're so highly thought of," said James, rolling his eyes.

"Let's just hope Peeves behaves himself tonight," said Remus.

"Then maybe we better get back to the common room," Peter suggested quietly, still recovering from the interaction with Filch.

"You guys go on ahead, we'll see you later," said James as he reached out and grabbed Lily's hand. She smiled and blushed slightly as Remus and Sirius exchanged looks.

"Keep this with you then," said Sirius, handing him the invisibility cloak and a scrap of parchment. "In case you get cold…"

"Or stay out too late," snorted Remus.

"C'mon Peter…Oh I know! Squirrels!" said Sirius as the three headed toward the door.

"What?" asked Remus.

"We could chase squirrels tomorrow night!" said Sirius.

"What is your odd fascination with squirrels?" asked Remus. Their voices slowly faded as they walked down the hall.

"Hey, you like chasing them too, believe it or not!"

"All right, I believe you… But why squirrels?"

Lily laughed as their voices finally faded away and she turned to James. "Squirrels? Seriously?"

"Yeah, I'm not a big fan, but it keeps them amused," said James. He went to close the door then returned to her side.

Lily wrapped her arms around his neck and smiled. "So, are you going to stop the awkward silences around me?"

He slipped his arms around her waist and said, "I'll try my hardest." She smiled and kissed his cheek. But when she tried to slip away James held her close, "Do I have to let go?" he asked.

"No," said Lily as she buried her face in his shoulder. "Do I?"

"No…" he said with a slight smile. She was a perfect fit. He could so easily stay like this forever with Lily in his arms, resting his cheek on her wonderfully red hair. She smelled wonderful, felt wonderful…she was wonderful.

"Your animagi form," said Lily softly, talking into his neck, "It's so…so amazing, so beautiful, so…proud," she said, looking for the right words to describe the feelings she felt and to show how impressed she was.

"It's nothing really…" said James, trying to shrug it off while hoping she wouldn't look up.

Lily pulled back a bit to see his face, "You're blushing!" she teased. "Are you self conscious of your other form?"

"A bit," he shrugged. "You're the first person to ever see me transform, besides the guys, of course."

"You didn't think I'd make fun of you, did you?"

"No, I guess not," James said with a laugh. Lily smiled and buried her head in his shoulder again.

"Stay safe tomorrow night," she murmured sleepily.

"Only if you don't stay awake all night worrying about me," said James.

"I'll try," she said with a yawn.

"You're not going to fall asleep right here are you?" he asked, looking down at her.

"I could," she shrugged.

"On your feet?"

"Well, you're very comfortable," she said softly.

"Let's get you back to the common room before you fall asleep," said James, continuing to hold her close.

"Mmmh," she murmured. He was so warm, he smelled so good, she felt so safe… who knew James Potter could ever be so sensitive? Or comfortable?!

"Come on, it's after hours, we'll need the cloak," said James.

"Cloak?" Lily asked, looking up. James regretfully let go and grabbed the cloak and map off the desk. Tucking the map into his pocket as he returned to Lily's side.

"Invisibility Cloak," he said in response to her quizzical look. He threw it over their heads and Lily moved to stand closer to him.

"But they're so rare!"

"Tell me about it… My father gave it to me when I got my acceptance letter to Hogwarts, just as his father had given it to him," said James.

"So you come from a long line of trouble makers? That explains a lot," she teased.

"And I plan on passing it on to my son someday," he added.

"If you can ever find someone insane enough to mate with you," Lily teased.

"Cold, Evans. Very cold…"

"Lily smirked and kissed him, "As long as any child of yours doesn't pester a red headed girl for years on end until she finally gives in…"

"I'll make sure that he does,"

Together they snuck back to the common room, avoiding Peeves on the third floor.

"Are you sure we have to go back in?" James asked when they reached the portrait of the Fat-Lady.

"We probably should," said Lily hesitantly.

"But I'd much rather stay out here and snog you all night," he whined. Lily laughed and rolled her eyes. "Fine, fine…let's go," he said reluctantly. And the two stepped into the not so empty common room.

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**A/N: **Good reviews, bad reviews, flames...I'll take them all! R&R please! 


	8. Chapter 8

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** It's a short one, I know…but it's better than nothing. Enjoy!

* * *

Chapter Eight

"It's about time!" said Sirius from the couch.

"Did you get lost?" asked Remus.

"I left you the map…"

James pulled the invisibility cloak off and crossed the room to join his friends. "We just took our time getting back," said James with a shrug.

Lily came and stood next to him, kissing him lightly on the cheek she said, "Goodnight…Prongs." Then she turned and headed up the stairs to the girls' dormitory.

"How mangled was the classroom when you two were done?" Sirius asked as James sank into the nearest armchair.

"Sirius, really now, that's just crude!" scolded Remus.

"Yeah, what do you think we are? A couple of animals constantly going at it like dogs?" said James, making reference to Sirius's latest girlfriend.

"Hey, Amanda and I did not—"

"Oh please," said Remus, rolling his eyes. "You slobbered all over that poor girl."

"That poor, deformed, chinless girl," added James, holding back a laugh.

"Face it, you only dated her because she was a good snog," said Remus.

"And because she had big—"

"James!"

"Well, yeah…you've got a point. We never really talked much," said Sirius, trying to nurse his temporarily bruised ego.

"So believe it or not, but Lily and I do _more_ than just snog," said James.

"James Potter! And you never told us?!"

"Dammit Sirius, no! We talk, okay? Why are you constantly implying that we…you know…"

"Yeah, Padfoot, it is getting a bit tiresome," said Remus for reasons neither of them would understand. He didn't like it when Sirius talked about _any_ girl like that, but Lily? Just the thought made his stomach churn with jealousy and guilt.

"I'm sorry, geesh, lighten up you two. Why so tense?" said Sirius, backing off.

"You're making rude comments about _my_ girlfriend," said James.

"Full moon," muttered Remus. His excuse wasn't the _real_ reason, but it was one his friends would understand. He was always a bit snappish around this time. "Maybe we should just call it a night and go to bed."

"Always the voice of reason," said Sirius as he stood and stretched.

"Someone has to be," Remus sighed and the three headed off to bed.

And as James lie awake in bed that night his mind teased him with thoughts of Lily and his nose tickled every time he caught a whiff of her scent on him. His arms ached for her, he longed to hold her again, to just be in her presence. Never would he believe Lily lie awake that night feeling the same.

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**A/N: **I know, I'm really inconsistent when it comes to chapter lengths... R&R please! 


	9. Chapter 9

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** The next chapter might be slow in coming because I've got some more writing to do. But fear not, the story shall go on! Lemme know what you think!

* * *

Chapter Nine

The sun filtered through a crack in the curtains around Remus's bed and hit him square in the eyes. He let out a moan as he rolled over and tried to go back to sleep. It was no use. He was awake now, and already his mind was running circles around him.

Halloween, Lily, full moon, James, homework, Lily, breakfast, the library and Lily. Argh why Lily? No. It's nothing. Just a passing fancy. What about that Ravenclaw girl he ran into in the library the other day? She was cute, and she had checked out _one_ of his many favorite books. Yeah, her…he liked her. What was her name again?

"I don't wanna wake him. You do it," said Sirius, his voice interrupting his thoughts.

"I don't want to do it either, but somebody has to," said James. They were arguing in increasingly louder voices and it wasn't hard for Remus to guess about who.

"That's why you should do it," said Sirius. "She asked you."

"Oh yes, and I love being the bearer of bad news this early in the morning," said James. Remus lay on his back in his bed and could picture James rolling his eyes. He suspected that deep down his friends knew their bickering would rouse him from bed eventually. Might as well let them go at it for a bit longer. He didn't think he was ready to face the day just yet.

"Just remind him of the old saying," said Sirius.

"Oh yeah? And what's that?" snapped James.

"Don't shoot the messenger, but—"

"Gee, thanks. You've been a big help," James spat sarcastically. "How would you like it if I woke you up on the morning of a full moon to tell you some girl fancies you and would like to speak with you tonight at the feast?" Remus felt his heart skip a beat.

"You could have told her he wasn't feeling well last night and didn't think he'd make it to dinner," suggested Sirius.

"Once again, oh Smart One, it's a bit late for that."

"Do you two ever stop?!" asked Peter in a rare moment of courage. "He's probably been awake for the last five minutes or so listening to you two arguing."

"He has a point you know," said Remus without moving.

"Remus?" asked James.

"Look, Moony we're sorry. It's just that—"

"And I'm sure the whole of Gryffindor tower is awake thanks to your shouting," Remus added as he sat up and opened the curtains. "Tell me what happened."

"Are you feeling all right? You're looking pale."

"Don't change the subject James," Remus interrupted sternly. "I'm fine. Now start from the beginning and tell me what happened."

James sat nervously on the edge of his bed and looked mournfully at Remus. "I'm sorry mate, really I am, but I went down early to go to the library." Remus raised an eyebrow in questioning. "I was carrying a stack of books back for Lily," he explained.

"She likes her books," Remus nodded. "Carry on."

"When we went to leave this girl stopped us in the hallway to talk," said James.

"Oh really? What house?" Remus asked, trying to sound uninterested.

"What? Oh, Ravenclaw I think…" said James. "Anyway, she wondered if Lily and I were dating because she thought that Lils was with you. 'Cause she always saw you two together in the library."

"She thought we—? But we're just friends!" said Remus.

"That's what I told her. Lily laughed it off but I think she was a bit shaken by the question," James added darkly. "Lils offered to introduce her to you some time, but she um…she wanted to talk to you tonight. Something about holidays being romantic or whatever," he added rolling his eyes.

"It'll be a wee bit difficult for me to meet her tonight," said Remus, a regretful look in his eye.

"I know," said James. "Lily told her we'd talk to you about it."

"You'd have been better off telling her no," said Remus with a sigh as he flopped back on his bed and stared at the ceiling. A sharp knock at the door brought his gaze in its direction as James got up and crossed the room to open it.

"Lily, this is a surprise!" said James, his eyes lighting up.

"I was wondering if… is Remus awake yet? Have you told him?" she said softly.

"Aye, he's awake and as miserable as usual," Remus called out.

"Why don't you come in," said James, propping open the door for her.

"Come to see me get dressed this morning?" Sirius joked. "I don't usually entertain someone else's girlfriend, but since Prongs apparently _isn't_ doing his job…" he said suggestively.

"Bugger off, Sirius," snapped Lily. "The world doesn't revolve around you."

"Cold, Lily. You struck me right here," said Sirius, his hand over his heart.

"Shut up and put a shirt on will ya?" said James.

"Spoilsport," muttered Sirius.

"Remus are you all right?" asked Lily as she crossed the room — stepping over James and Sirius's mess to get to him. She sat on the edge of his bed and placed a hand on his forehead. "You look pale, are you sure you're all right?" she asked again.

Remus resisted the urge to blush and shrugged it off. "I'm fine," he said as he tried to sit up.

"You lay back down and I'll get you some water," said Lily as she gently pushed him back into bed.

"No Lily, I'm fine," he protested and as she stood to fetch him some water he reached out and grabbed her wrist. "Seriously Lils, I'm fine."

She sat back down and held his hand in hers. "I'm sorry Remus. Maybe I'm over reacting, but I'm scared for you."

"Better scared _for_ me than scared _of _me," said Remus.

"Oh Remus, I'd never… you know I'm not—"

"Ahem," Sirius cleared his throat. Both Lily and Remus blushed slightly and looked away from each other. James was eying them both suspiciously.

"Look Lils, he's been through this dozens of times," said Sirius, trying to ease the growing tension. He didn't want to have to deal with an outburst of jealous rage from James.

"I-I forgot, I'm sorry. It's just that _this_ is the first transformation he'll go through that I'll _know_ about," said Lily, her hand still wrapped around Remus's. "And I know that once he's transformed he'll be different, that just makes me worry about you," she said, looking to James. "I'm sorry, but I don't think I'll ever look at a full moon the same…"

"I can't make promises for my wolf self," said Remus. "But I know Sirius will be there to keep James safe," he said with a reassuring squeeze to her hand.

Lily let go of his hand with a smile and stood. James was still looking at them suspiciously as she walked over to him and wrapped her arms around his neck. "James Potter if you come back with so much as a single scratch on you I'm blaming him," she said, indicating Sirius.

"Hey! What'd I do?!" exclaimed Sirius.

Lily rolled her eyes and continued. "And I'll take care of your wounds myself," she said with a smirk. "No more playing healer for you. It's my turn."

"If you ask me that's just giving him incentive to get hurt," said Sirius to Remus.

"In that case you have my permission to use me as a scratching post," James said to Remus as he wrapped his arms around Lily's waist.

"You do not!" said Lily, trying to pull away.

"I was only teasing," said James, holding her closer and lowering his head to meat hers.

"In that case…" she said and their lips locked.

"A scratching post? What does he think I am, a house cat?" said Remus to Sirius, ignoring the display of affection going on in front of him.

"Well you are pretty docile and laid back, except when it comes to homework of course," said Sirius.

"Docile? My wolf is anything but docile," said Remus.

"How would you know? You barely remember anything," said Sirius.

"Because I've _seen_ what I've done to you. Or don't you remember that nasty little scrape I gave you last month?"  
"Little scrape? You nearly took off me arm!"

"It wasn't _that_ bad, Padfoot. Now do you mind, you're killing the mood," said James.

"James!" Lily exclaimed, blushing heavily as she backed out of his grasp.

"Sorry," he muttered sheepishly.

"Now, if we're going to convince that girl that you've fallen ill without having her feel like you stood her up, we better get to work," said Lily.

"I'm sorry, what?" said Remus.

"If you unexpectedly don't come to dinner tonight she'll think you're avoiding her. I've got it all planned out," said Lily.

"What are you talking about?" asked Remus, still utterly confused. He looked to James and Sirius who just shrugged.

"Why don't you get dressed while I go and gather a few things from my room," she said as she headed toward the door.

"She's lost her marbles," said Sirius, the moment she was gone.

"No she hasn't," said Remus. "She's a girl."

"Isn't that what I said?"

This time it was Remus who received an eye roll from James. "Well, you heard the girl, get dressed," said James, turning away from his werewolf friend.

"Wait, James… You do know I'd never do anything to interfere with you and Lily, right?" said Remus.

"I don't know what you're talking about," said James as he dug through his trunk without looking at Remus.

"I understood that look in your eyes James. We know each other to well to lie…"

James gave up on his search with a sigh and sat back on his heels. He was right. Remus was _always_ right… "All right, I'm sorry. Yeah, I was a bit jealous. So what?"

"She'll never cheat on you and you know it. Just like I'd never do anything to hurt you," said Remus. "That's why I never told you — but feel you deserve to know now — that I use to, er…fancy her…"

"Really?"

"Yes."

"But you don't anymore?"

"Correct."

"And you fancy this Ravenclaw girl now?"

"Actually, yes. I know of the girl you were talking about. We've made eyes at each other from across the library before," said Remus.

"Well, good luck with her then, mate," said James. "Even if it's short lived." James meant no offense and Remus didn't take any. It was a bitter but known fact — for Remus — that he rarely dated a girl for more than one moon cycle. It's not that he lost interest or was a player that went through a girl a week. He was just the opposite.

Remus usually broke up with a girl when he was in a funk just before a full moon. That way the girl thought he was too heart broken to come to dinner that night. In reality he was trying _not_ to hurt her, and he feared growing attached to someone who might freak out and leave the instant she learned _what_ he was. Or worse yet, tell others of his secret.

That's why dating was such a sore subject with Remus. Sirius had no problem with dating a different girl every other week or so, but Remus… Remus wanted love. _'Reading so many books and stories has ruined me. I have a definition of love that does not exist. And because of it I'm bound to remain broken.'_ Remus thought. Maybe someday that would all change, but for now he wasn't about to get his hopes up.

* * *

**A/N: **As always, R&R...(it makes my day)


	10. Chapter 10

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** All righty, here's the "long awaited" next chapter. Hope you enjoy!

* * *

Chapter Ten

"Ready or not, I'm coming in!" Lily warned as she opened the door and stepped in with her eyes closed and her hand clamped tightly over them.

"It's safe Lils, we managed to convince Sirius to put some pans on," said James.

"Good, because _nobody_ needs to see that," she teased.

"What, did you wake up this morning and say to yourself, 'Self, I'm going to be as mean as possible to Sirius every chance I get today!'" said Sirius, looking hurt.

"Oh lighten up, Padfoot," said James.

"Now, if the two of you would like to join Peter for breakfast go ahead. There's about twenty minutes left before our first class," said Lily.

"Peter left?" asked Sirius.

"You hadn't noticed?" said Lily. "Great friend _you_ are," she added sarcastically.

"I can't keep tabs on a boy who thinks with his stomach!" Sirius said in his defense.

"And you were ragging on me for being mean this morning…"

"Well—"

"We'll go to breakfast and I'll keep him out of your hair," said James, his hand firmly clamped over Sirius's mouth.

"Thanks," Lily said with a look of appreciation and relief. "All right, first things first," she said, crossing the room and kneeling beside Remus's bed. "Sit down." Remus sat on the edge of his bed and watched her as she pulled a few things out of her bag. She looked him over, analyzing him and sat back on her heels. "You'll need to slouch a bit more, don't smile much and act like you didn't get _any_ sleep last night," she said. Remus adjusted his posture and facial expression to look absolutely miserable. "Oh Remus, it's perfect!" she said with a smile.

"I've had lots of practice at being miserable," he said with a shrug.

"Now, this girl is in our History of Magic class," said Lily.

"I thought I recognized her from somewhere," said Remus.

"You know who she is?"

"Well, sort of… I ran into her at the library the other day," he said with a shrug.

"Do you know her name?" Lily asked.

"No, I was going to ask you if you knew…" said Remus.

"Never mind the details," she shrugged. She reached out and picked up a flat, round container. "First off, let's make you paler."

"What's that?"

"Foundation."

"What?"

"It's make up, I borrowed it from my sister, but it was too pale. I never gave it back…" she said with a shrug.

"You want me to wear make-up?" he asked skeptically.

"I _could_ use my wand, although it might be a bit tricky…"

"Er…no thanks."

"And don't worry, it'll be so subtle no one will notice," said Lily.

"Fine, you're in charge. Have your way with me," he said dramatically as he threw himself back on his bed.

Lily laughed, "Get up or I'll be forced to tickle you," she said, still giggling.

"Make me," he teased.

"I don't think that would be a good idea…considering our history… Besides, you wouldn't want James to come in and find me pinning you to your bed," she said. "So sit up and lean forward."

"History?' he asked as he sat up and leaned forward.

"Yes," she said simply. "I had a little crush on you a while back, no big deal…"

"Then you know that I…"

"Yes, Remus. I know," she said with a smile.

"And that doesn't make you feel uncomfortable?"

"Knowing that you're a werewolf doesn't make me uncomfortable. Why should this?" she smiled. He nodded and looked down. "Now hold very still," she said as she took his face in her hands.

Remus was at a loss as for where he should look. If he followed her hands he went cross-eyed, if he looked in her eyes he would blush, looking up at the ceiling would be awkward and looking down was out of the question because the top buttons of Lily's blouse were unbuttoned and he'd have a compromising view of something he shouldn't. So he decided on closing his eyes instead, he couldn't get in trouble for that, could he?

"All right, keep your eyes closed. I'm going to smudge a bit of dark eye shadow under your eyes to give the appearance of dark circles," said Lily.

"I'm sorry, but did you say eye shadow?" asked Remus, his eyes snapping open.

"Trust me," she said.

"Fine," he muttered with a resigned sigh as he closed his eyes again. He felt her dabbing under his eyes and rubbing something in before attacking him with the pale powder again. It's a good thing the guys were gone.

"Don't worry about talking notes in history today either. I'll take care of that for you," she said as she worked.

"What am I going to do then?" he asked, his brow scrunched in confusion.

"I've enchanted two pieces of parchment. What is written on one will also show up on the other. A simple copying spell," she said.

"So you want me to do _what_ again?"

"Talk to her, or write to her in this case…just remember to mention something about not feeling well," said Lily as she stood and took a step back to inspect her work. "Hmmm, it's a little uneven," she said before touching up his left eye. "There, that's better. Now open your eyes and look miserable."

Remus did as he was told and she held out a mirror. "Amazing, you can't even tell!" he said as he inspected the 'bags' under his eyes.

"I told you," she said with a satisfied smile. Remus jumped up and gave her a hug.

"Thank you," he whispered in her ear.

"You're welcome," she said with a smile as she pulled back and inspected her work once more.

"Five minutes, you two done?" came Sirius's voice from outside the room.

"Just about," Lilly called out. "Quick, sit down and hunch over, I want you to be as convincing as possible," she said to Remus. "All right, you can come in," she said, trying to hide her smirk.

James, Sirius and Peter entered the room and quietly came over to his bed. "Remus, you look awful! Are you all right?" said Peter.

Remus gave a half hearted shrug and mumbled, "I didn't sleep well last night…wasn't feeling too good."

"Maybe you should go see Madame Pomfrey now," said Peter, his voice full of concern. He truly believed Remus was ill.

"Why would I do that?" Remus asked as he sat up and gave him a cheerful smile. "I'm perfectly all right!"

Peter looked utterly shocked and confused. "Nice job, Lily," said Sirius before breaking out in laughter at the expression on Peter's round face.

Lily rolled her eyes and waved him off. "Now, here's the charmed sheets of parchment and a list of reminders, tips and pointers, stuff to say, and topics to avoid. Oh, and whatever you do, do _not_ rub your eyes, otherwise those bags will be on your fingers."

"Thanks again," said Remus, placing his hand on her arm. "For everything."

"I just hope it all works out for you," she said with a smile. "You deserve to be happy."

"Happy or not, we've got to get going," said Sirius.

"Let's go then," said Lily, grabbing her bag in one hand, and James' hand in the other. And together they rushed off to their History of Magic class.

_'If only I could think of her name…'_ Remus thought desperately as he rushed through the halls. _'I know her, I've seen her around before, but I can't remember her name…'_

* * *

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**A/N: **I don't know if I'll be able to update again before Christmas, and I leave for Florida on the 27th. So I probably won't get the next chapter up until after the New Year... So don't forget about me please! (My work schedule should die down once the Holiday season is over...I hope...)


	11. Chapter 11

**Title: **A Time For Change  
**Author Name:** DarkForest214**  
Rating: **PG-13**  
Spoilers:** "Transforming Thoughts"**  
Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.**  
Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_**  
Author's Note:** As a special "Holiday" present...here's chapter eleven! (but don't expect more for a while...I gotta finish writing 12.) For once I've caught up to myself, forcing my (wonderful) readers to wait while I get my lazy arse a writing! Right, let's cut the chit chat and get on with it shall we?

* * *

Chapter Eleven

"Is that her?" Sirius hissed in James' ear.

"No." James responded.

"What about her?"

"No."

"Ooo I like her…"

"Sirius!"

"Sorry…" he mumbled.

"Focus, would you?" said James. "There she is!"

"Where?"

"She just walked in," said James, rolling his eyes.

"Where?"

"Are you blind?!" James asked, turning around in his seat.

"Her?"

"Yes, her…"

"She's not even that pretty," said Sirius.

"Padfoot!"

"What? I'm just saying—"

"She's beautiful," said Remus, cutting him off.

"You know, I think I dated her best friend," said Sirius.

"Oh really? Do you remember her name?" Remus asked.

"Oh yeah, Jessica was great. A really good snog—"

"Not your ex, Sirius…her _friend_," said Remus, rolling his eyes.

"Uh…It was something different," said Sirius, searching her brain. "I want to say it starts with an R."

"What's the feminine form of Remus?" James teased.

"Bugger off…"

"Sush, guys class is about to start," said Lily interrupting them as she took her seat in front of James.

Remus glanced across the room to the dark haired girl and saw her blush and quickly look away. Yeah, that was definitely her.

"Take out your books and turn to page four-hundred and twenty-eight. Also, take out you notes and keep up," Professor Binns said in his monotone voice as he drifted through the chalkboard.

Remus took out his book, the list of do's and don'ts and the two charmed pieces of parchment, as well as a quill and ink. He chanced another glance at her and saw she was already busy writing, but he suspected she wasn't taking notes…

When she moved to brush a stray strand of hair from her eyes he took a moment to watch her and analyze her appearance. _'Analyze? Why must I always analyze?'_ he thought.

She may not be picture perfect, but he didn't care. Her curly hair was slightly frizzy and kept falling in her face as she wrote, causing her to either flick it out of her eyes or toss her head in a manner he found attractive. She wore glasses that kept slipping down her nose and she gave off an overall appearance of being sweet and innocent with a touch of shyness.

Lily, who was sitting next to Remus, threw a wadded piece of parchment at his head. He turned around and mouthed "What?" She nodded at the piece of paper wadded on his desk.

"Read it," she mouthed.

Remus unfurled the parchment as quietly as possible and read Lily's neat handwriting:

_Stop staring and try to look a little more miserable. Oh, and don't forget to send her a little note… check the guidelines…_

Remus nodded and tucked the ball of paper into his pocket and unfolded the guidelines.

_Remember, you're sick._

_Don't mention me (or any other girl, it will only make her jealous)._

_Start off by telling her you charmed the parchment, it will impress her._

_Ask her how her day has been so far or how she's feeling. Women like to know their significant other is interested in them._

Remus stopped reading, he could handle this. Right? While Binns had his back turned and facing the black board, Remus shoved one of the enchanted pieces of parchment off of the side of the desk and charmed it so it landed at the girl's feet.

She felt something lightly brush against her ankles and looked down. She was surprised to see the word 'Hello' appear upside down on the page. She glanced around the room, no one seemed to have noticed. Half of the class slept, others did homework for other classes while even fewer still were awake and taking notes — or passing them. Even an exhausted looking Remus was diligently taking notes as usual.

She looked down at the parchment and to her surprise more words began to appear.

**Don't worry, I won't bite… I just wanted to talk to you. **She bent over and picked up the parchment as more words appeared. **I…I'm not disturbing your note taking, am I?**

She decided to bite the bullet — as the muggle saying goes — and dipped her quill into her ink. _No, I wasn't taking notes… I'm sorry, but who are you?_

Remus chanced a quick glance out of the corner of his eye in her direction. **My deepest sympathies, where are my manners? I just assumed… well, never mind. Look up.**

And she did. When her eyes met his she couldn't look away. He gave her a weak smile and brief wave before turning and hunching back over his work.

_Remus?_ She wrote hesitantly.

**Tis I.** He responded.

_But how…?_

**Simple copying spell. When I was told of your encounter with my friends this morning I knew I had to speak with you. Or in this case, write with you.**

_But…oh, wow this is weird…_

**I'm sorry, I'll let you get back to, well, whatever it was you were doing.**

_No, that's okay. I'd rather talk to you anyway…_ she wrote, chancing another glance.

**So how are you this fine holiday?** Remus wrote.

_I'm fine, and you? You look exhausted…_

**I am, I couldn't sleep last night, but I won't bore you with the details…**

_Oh, I'm sorry. I hope you feel better soon._

**So do I, I'd hate to miss the feast, but even the thought of food makes me cringe.**

_Oh…_ she looked over at him and they made eye contact again. His eyes were dull and full of pain and regret and she tried to hide her disappointment, after all he was sick.

"…which the Minister passed for the safety of…" Professor Binn's boring voice continued to drone on. Lily's quill scratching against the parchment and the occasional snore met Remus's ears, but were ignored. He hated lying to this girl — who he couldn't even remember her name — already. She deserved better, but of what he knew so far, he liked. Even though he wasn't about to blab his dark secret to her.

The two continued to write to each other until there were ten minutes left of class. _Only ten more minutes…talking to you has really made this class go __a lot__ quicker!_

**Aye, it did. Um, I was wondering… if you're not busy, that is, when I'm feeling better, would you like to go on a walk with me?**

_Really? Then recover quickly! I'm looking forward to it._ She looked up and gave her a bashful smirk.

When the bell rang the school shuddered to life as classroom doors banged open and students poured into the corridors. Remus urged his friends ahead of him as he gathered his things and walked, slightly hunched, over to he Ravenclaw girl.

"I'm sorry," he said quietly, "but I don't even know your name… It bothers me that I can't remember it but—"

"Don't worry about it," she said with a shrug, and Remus was able to distinguish a slight Scottish accent. "It's not an easy name to remember…I'm Riley," she said with a smile.

"Riley…well it's not a name I'll soon forget," he said, his gloomy eyes brightening.

She blushed and ducked her head as she left the room. Remus smiled to himself and rejoined his friends in the hall.

"How'd it go?" asked Sirius.

"What did she say?" asked James.

"Are you sure you're not sick?" insisted Peter.

All questions were thrown at him at once but Remus just turned to Lily and smiled. "Well, how did it go?" she asked after the others had quieted down.

Remus wrapped her up in a one armed hug and said "Thank you!"

* * *

**A/N:** Trying to not make her Mary Sue... She's kind of based on my one friend who seems all shy and innocent, but has a wild side to her that always seems to surprise people... (which might be considered a bit of a spoiler...oops, sorry.) Read and Review folks, I love hearing from ya!


	12. Chapter 12

**Title: **A Time For Change  
**Author Name:** DarkForest214**  
Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** I'm finally up to date with all my typing (and I've been writing like a fiend 'cause I'm depressed...hey, it's what I do. Writing about people being all happy and lovey dovey cheers me up in it's own twisted way). So here's the next chapter!

* * *

Chapter Twelve

"Well, Let's get down to dinner," James announced to his friends in the common room.

"I don't know, I'm not feeling well…" said Remus.

"C'mon Rem, it's Halloween. _Halloween!_" said Sirius.

"I know, but I'm really not feeling well. I think I'm just gonna skip out on the feast this year," said Remus with a hint of regret.

"Are you sure, Remus?" Lily asked, her eyes and voice full of concern.

Remus nodded. "If it gets any worse I'll have to go to the Hospital Wing," he said.

"I guess I'll see you in the morning then. Goodnight Remus, I hope you fell better," said Lily.

Remus smiled and nodded his thanks. He looked downright nauseous, maybe the anxiety of tonight's full moon was finally starting to show.

Remus watched his friends leave the common room for the annual Halloween feast. He regretted not being able to join them in their festivities, but he knew there would be other feasts…

Shortly after his friends were gone, Madame Pomfrey entered the common room. The few remaining students eyed her curiously as she crossed the room to stand before Remus.

"Madame Pomfrey, is everything all right?" Remus asked, while trying his best to look confused.

"Your friends stopped by my office to express their concern for your health. I told them not to worry and that I'd check in on you," she said for the benefit of eavesdropping students. "And I can see that you're not feeling well. Will you follow me to the Hospital Wing please?"

"But—"

"No buts, Remus Lupin. Follow me," she said sternly. She was getting better at this…

Remus followed her out of the common room and through the corridors, but they did not go to the Hospital Wing, nor did they exit from the main doors in the Entrance Hall. Too many people were around to leave through the front doors. Instead they went through a series of smaller, hidden doors — a servant's exit — and stepped out into the chilly fall air.

"Be careful tonight, Remus," Madame Pomfrey whispered as they crossed the grounds. "Curious villagers might dare to wander close to the shack tonight. Try your best to remain in control."

"I will, Madame. I'll be very careful…" he said quietly.

"Quickly now," she said, her gaze anxiously watching the night sky.

When she had him settled in the Shrieking Shack with a plate of cold food for his supper she left, locking the trap door behind her.

Too anxious to eat, Remus paced around the first floor of the old house. He inspected some of the damage he had caused and cringed when he passed a rather deep gouge in the woodwork framed in dried blood.

Whose blood was it? Surely not Wormtail's, and it was too dark to be Padfoot's or Prongs'. It had to be his, from a time when he had hurt himself.

As he stared at the wall it dragged a memory from his wolf consciousness into his human mind. He had done that the last transformation he had gone through alone. Last year, just before the school year had ended. So enraged at being caged up and alone the wolf lashed out at everything he could sink his claws into. Including himself.

Remus shuddered at the memory and looked away. But he couldn't escape. Everywhere he looked there was evidence of his destruction. He closed his eyes and tried to push the memories to the deepest corners of his mind, but the second he opened his eyes they all rushed forward and flooded his senses.

"Rem, you in here?" a voice called out.

"Where else would I be?" he replied, choking on the lump in his throat.

Sirius's head popped through the trap door in the floor, his eyes looking at Remus, not the scars on the wall. "You look awful," he said as he pulled himself up into the room.

Remus nodded his sarcastic 'thanks' and sat down, his back against the wall.

"Seriously Remus, you're looking awful," said Sirius. Remus shrugged him off and leaned his head back against the wall and closed his eyes. "C'mon, you've been through this before. Everything will be fine."

"I just need to get out of here," Remus said through clenched teeth.

"Don't worry, as soon as you're transformed we'll be out in the night air," said Sirius. "Are you _sure_ you're okay?" Sirius asked as he noticed how pale and sickly he looked.

Remus didn't even try to answer him. He didn't have to. "It's going to e a rough one," Remus muttered through clenched teeth. His stomach churned and bile rose in his throat. Some transformations were just worse than others.

Sirius couldn't understand how some moons Remus emerged with very few scratches and good humor. But other moons he was battered and bruised with a few broken bones and plenty of pain. His friends could tell—and so could he—how the transformation would go by his actions and the depth of his depression.

Hopefully setting the wolf free would be good for both minds that inhabited the body.

* * *

**A/N: **I've had a real crummy day (to put it lightly) I love hearing from my regular reviewers (DD, HeadUpInTheClouds, LovelyRavenclaw etc...) but how about hearing from some of you quiet ones out there...It'll really cheer me up.


	13. Chapter 13

**Title: **A Time For Change**  
Author Name:** DarkForest214  
**Rating: **PG-13**  
Spoilers:** "Transforming Thoughts"**  
Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.**  
Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** Let's see, it's been 6 days and there have been some wonderful reviewers, therefore you all deserve the next chapter. Enjoy!

* * *

Chapter Thirteen

Padfoot barked out a warning as he ran alongside Moony through the underground tunnel. Moony ignored him and continued running full speed. Soon Padfoot saw a pinpoint of light and he let out a series of barks and growls, this time warning Prongs they were coming.

Moony saw the light too. He increased his speed, gathered his legs beneath him and burst out into the night with amazing strength. He landed gracefully and stood stone still. Padfoot watched as a shudder ran down Moony's spine and he raised his head to face the moon to let out a long, mournful howl.

Lily, who was sitting in her dorm room with a book, heard the howl and looked down onto the grounds. From her perch near the window she could see the vague outline of a large wolf and a smaller shaggy dog. _'Oh Remus, be safe.'_ But as she witnessed the wolf rearing back to attack the dog she realized that it wasn't her sweet-tempered friend she needed to worry about and her fears shifted. _'I swear Potter, if anything happens to you…'_ but she was unable to finish the thought.

"Get off me you blasted wolf!" Padfoot growled. The attack had seemingly come out of nowhere. One minute Moony was howling at the moon and the next instant he tackled Padfoot.

Padfoot remained on his back, his vulnerable underside exposed. He was reminding Moony that he _knew_ he was **not** the dominate one. That he knew Moony was in charge.

With a satisfied grunt Moony stood and faced the Forbidden Forest. His nose in the air he caught a familiar scent. The pronged one stood near the tree line, silently watching, the rodent sitting idly on his back. With a snort he headed toward the trees, the pronged one just stood there as if waiting for something. Then he heard it. Both the wolf and the stag's ears twitched.

A squirrel — oblivious to his danger — crawled into view, his nose buried in the dirt. With a wolfish grin Moony pounced. The squirrel dogged out of the way at the last second and disappeared into the thick underbrush. Moony growled his disappointment and with a sharp bark from Padfoot the two were off.

Moony ran blindly into the woods in the same direction the squirrel had disappeared. Padfoot on the other hand, followed more slowly, nose to the ground tracking the squirrel's scent to find the bushy tailed rodent's trail. Prongs followed slower still, allowing Wormtail to sniff out the squirrel's path for him. "Why squirrels?" Prongs let out a snort.

"Anything to keep them busy," squeaked Wormtail.

"And entertained," agreed Prongs with the shake of his head.

A howl of rage reached their ears and Prongs lowered his head. Wormtail scrambled onto his head to return to his perch and Prongs quickened his pace. They caught up with Moony and Padfoot, circling the base of a very large tree.

Moony stopped his circling and stood on his hind legs, front paws on the trunk of the tree. He snarled and growled but the squirrel stayed out of reach. He dropped down onto all fours and howled again. The squirrel twittered and twitched his tail. An acorn fell and landed between Moony's eyes. A howl of rage and he was clawing at the trunk of the tree in fury.

With another twitter and tail twitch the squirrel disappeared further up the tree. Padfoot allowed Moony to vent his frustrations on the tree until his front claws began to bleed from the wood splinters stuck in them. With some quick thinking — and sniffing — Padfoot caught the scent of another animal trail. A bigger animal this time, and more dangerous; the trail of a badger. They were vicious creatures, but at least they didn't disappear up into trees to drop nuts on your head.

"Give it up," Padfoot barked. "Fresh. Badger." He kept it simple, to penetrate the furious wolf's mind.

After a final scratch and snarl Moony gave up and sniffed the ground where the dog had indicated. "Badger," he confirmed with a growl.

Prongs snorted a warning to Padfoot and the two canines proceeded with caution. They split up, searching for the trail. When Moony found it he let out a quick howl of triumph and took off.

The chase was on.

* * *

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**A/N:** You know the drill, let's hear 'em!


	14. Chapter 14

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** You've all been such good little boys and girls with your wonderful reviews and whatnot...that and it's been 5 days and you've been waiting oh, so patiently...without further gilding the lily, here it is!

* * *

Chapter Fourteen

Lily paced the dorm room. She couldn't concentrate on homework, she couldn't read, and she definitely couldn't sleep. Was that a howl or a yelp of pain? The wind carried distorted sounds to her ears and she couldn't take it much longer.

She knew about James' invisibility cloak so she snuck into their dorm room to look for it. The thought that they had taken it with them hadn't even crossed her mind.

"Potter…" she said with a sigh. The mess in the room was unbearable — for a girl — and had increased considerably since that morning. _'Perhaps the house elves tidy it up a bit over night…'_ she thought. _'The boys probably call this mess "organized chaos."'_

Too scared to touch anything, she gave up and sat on James' bed—and immediately jumped up. "Who leaves a half eaten sandwich just lying on their bed?!" she asked aloud. Deeming the room unsafe to remain in for much longer she left and returned to the common room

The map! James had left her the map so she could keep track of them — somewhat.

"I solemnly swear that I'm up to no good," she said to the piece of parchment. _'That sounds ridiculous coming from me…'_ she thought as a series of dots and lines began to appear on the parchment.

She was amazed by the detail and slightly surprised that the boys had taken the time and effort to make such a useful product. _'I imagine Remus looked up the charms while Sirius and James manipulated them to do what they wanted,'_ Lily thought.

She took the time to locate a few dots before scanning the edge of the map for her four friends.

She located two of them, the labels over their heads reading "Prongs" and "Wormtail." _'When in animagi form it must show their nicknames,'_ she thought. But her attention was drawn back to the map when the two dots suddenly darted off the map.

"How is this supposed to help when they walk out of range?" she asked the empty common room.

The map responded, the words forming before her eyes at the top of the piece of parchment. _Mr. Padfoot suggests you get off your lazy arse and find them yourself._

"James wasn't kidding when he said you were rude," she said to the map.

_Mr. Moony would like to tell him to stick his head up his bum-oley for all he cares._

"You talk that way about one of your creators? I'd like to know what Prongs has to say about you insulting him."

_Mr. Prongs would like to thank the pretty lady for sticking up for him and suggest that Mr. Padfoot and Mr. Moony go take a flea bath._

_Mr. Wormtail would like to point out that you're talking to a map…_

"You're crazy…all four of you," Lily laughed.

_Mr. Padfoot would like for you to—_

"It wasn't an insult!" she cut him off before he could finish the most likely vulgar sentence. How could something inanimate have so much of a personality? "Mischief Managed."

_Mr. Prongs would like to say that he highly doubts that…_

"Yeah, well Mr. Prongs has something coming to him if he gets hurt tonight. I promise you that."

_Mr. Moony wants you to know that Mr. Prongs just winked._

"How can a map wink? Wait, I don't want to know… Goodnight Marauders."

_Mr. Moony says 'goodnight.'_

_Mr. Wormtail says 'sleep tight'._

_Mr. Padfoot says 'and don't let the bed bugs bite.'_

_Mr. Prongs just blew you a kiss…_

Lily laughed as she folded up the map and tucked it in the pocket of her robes. Still too worried to sleep she made herself comfortable in front of the dying fire and stared at the red coals until she drifted into sleep.

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**A/N:** I wish I had a piece of paper to argue with... anyway, you know the drill. Read, review, and make my day! (not that this day can't get any better!) 


	15. Chapter 15

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** Wow, I just realized how long it's been since the last time I was online and updated. I am so sorry… Here is the next chapter, I hope you find it in your hearts to forgive me. Now Review!

* * *

Chapter Fifteen

Padfoot and Moony went after the badger and tracked it all the way to it's den. They didn't encounter too many other creatures, then again there weren't that many creatures that would dare cross paths with a werewolf.

When they reached the badger hole Moony immediately started digging and clawing at the ground. Prongs and Wormtail were slow to join them. Taking their time so as to remember the way out.

Suddenly the furious badger attacked to defend the remains of his home. It shot out of the hole and bit down on Moony's snout, clinging on for dear life. Moony shook his head and clawed at the creature, but it still wouldn't let go. A short yelp and Padfoot had his permission to join in the fight.

He hated doing this, but Padfoot aimed for the vicious badger's throat. Moony stopped thrashing around long enough for him to get a good grip. Biting down hard enough to close off his airways, but not snap his neck or break the blood vessels.

Fighting for air the badger slowly released his hold on Moony's nose and he was able to break free. As soon as Moony was free Padfoot released his hold and backed away as Moony moved in for the kill.

Squirrels were innocent fun. They always managed to escape. But other prey, larger prey…Moony didn't hold back.

Prongs stood stone still; Padfoot, unable to watch, turned his head. Moony on the other hand stalked the recovering badger and pounced before it had the chance to attack again.

Trapped between Moony's strong jaws the badger let out a blood curdling scream. Shaking his head ferociously the three animagi heard a snap and the scream soon died.

Even after the animal's death, Moony continued to shred it's body into pieces. It was therapeutic for the wolf. The smell of the blood, the warm, metallic taste in his mouth, the dying screams ringing in his ears; the wolf needed this. His rage and energy spent he stood over the remains panting heavily.

"Done?" Padfoot dared to whine.

"Done." the wolf growled.

"Good," the rat squeaked. "Moon…"

"Get him back to the shack," Prongs snorted.

"Let's move," Padfoot barked.

Prongs led the way, Wormtail riding upon his back watching the setting moon's path while Padfoot and Moony followed, play fighting and nipping at each other. When the edge of the forest was in site Padfoot barked, "Race?"

"Where?" Moony growled in response.

"That big tree. Aim for the whole."

"You're on," Moony growled.

And the two shot past Prongs and Wormtail and ran as fast as they could for the Whomping Willow. They dodged past flailing branches and Moony shot into the hole first.

"Keep going," Moony snarled. And the two ran the length of the tunnel. The trap door was open and Moon leapt up into the Shrieking Shack and landed on all fours. He let out a triumphant howl that got cut off by a tremendous shudder.

They had gotten him back just in time. Padfoot watched as the wolf fought to remain in control, but the gentler Remus always broke through once the full moon was gone. He withered as he shed his fur, snout shrinking into a mouth and nose, ears returning to the side of his head, tail disappeared, spine shortened and claws returned to feet and hands. Padfoot returned to human form and rushed forward to catch his friend before he fell.

"Remus? Remus, speak to me," Sirius called out as he struggled to keep his hold. "C'mon Rem."

"Is it clear?" James called from the tunnel.

"Yeah," Sirius grunted. "Get up here and help me."

James scrambled into the Shrieking Shack and lifted Remus's body off of Sirius and helped lower him to the ground. He was soaked in blood from the badger and a huge gash on his cheek near his nose and a second on his chin continued to bleed.

Sirius cradled Remus's head in his lap as James did a quick inspection of his friend. "Come on Remus, let us know you're with us…" Sirius continued to urge his friend to let them know how he was doing.

"Probably unconscious this time, it was a rough one," said James. "How will he explain that to Pomfrey?" he asked, indicating the bite marks on his face.

"Same way as always," said Sirius with a shrug. "He doesn't remember what happened."

"We should get going then," said James as he stood. Sirius nodded and made Remus as comfortable as possible, moving him gently when a moan escaped his lips. Any movement for Remus after a transformation was painful.

"Clean up our bloody footprints first," said Sirius. "And some of the excess blood so Pomfrey doesn't suspect anything…"

"Right," James agreed. Aiming his wand carefully he scroungified their foot prints and the bulk of the bloody mess. When he was done Sirius stood by his side, casting a regretful glance at their friend they turned and left.

"Have I ever mentioned that I hate leaving him like that?" said James with a half-hearted smile.

"Yeah, and forgive me for sounding like a broken record, but he understands," said Sirius. They donned the invisibility cloak — Wormtail safe in Sirius's pocket — and emerged from the tunnel.

The trudged through the starry, early morning back to the school and warily returned to the Gryffindor common room.

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**A/N:** Leave me some lovin'! (Or reviews...whatever you wanna call it...) 


	16. Chapter 16

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** Sorry for the delay, here's the next chapter...Enjoy

* * *

Chapter Sixteen

Sirius nudged James in the ribs when they entered the common room. From where they stood they could see someone was asleep on the couch using the armrest as a pillow.

Cautiously the two approached, unsure of who it was. When they were finally able to see her face they let out a sigh of relief.

"I'll leave you to it, mate," said Sirius, clipping his hand on James' back. James gave him a look of thanks and knelt down before Lily's sleeping form. James gazed at her lovingly as Sirius's footsteps ascended the stairs, finally disappearing into the dorm, Wormtail in his pocket.

She looked so peaceful, the worry lines had left her face as she had entered dream land. Her lips were parted slightly, her cheeks were a rosy red colour from the heat of the fire, and her red hair framed her face charmingly. He couldn't resist, but she looked so perfect. He leaned forward and gently plated a kiss on her forehead.

Lily's eyes fluttered open and she looked around the room trying to gather her bearings. "James?" she asked tiredly, her eyesight fuzzy with sleep.

"Sorry to wake you, Lils," he said sincerely.

"No, it's all right," she yawned.

"You weren't waiting up for me were you?" he teased, unable to hide his grin.

"I was too worried to sleep," she said as she propped herself up on her elbow to get a better look at him. "James Potter what on earth happened to you?!" she said suddenly, sitting up and staring at his bloody robes.

James looked down and noticed the state of his robes for the first time. The whole front of his robe was covered in blood; his shirt clung to his chest with the dampness.

"I thought I told you t be careful and not to get hurt, Potter," she scolded, she tried to hide the fear in her voice but it managed to show itself anyways.

"It's not mine," James said quickly in his defense. "I must have soaked it up while helping Remus."

"It's not…that's not from R-Remus is it?" she said quietly, her face turning ghostly pale.

"What? Oh, no Lils," he said quickly. "Gosh, I'm sorry, I should have been more specific."

"Gee, ya think?" Lily snapped sarcastically, recovering from her initial shock.

"It's from the badger Moony killed," said James. "Remus was soaked in its blood. I mean some of it is probably his, but it's mostly from the badger…"

"Remus got hurt?" she asked softly, her voice full of concern.

James fought the twinge of jealousy brought on by her tone and nodded. "He always gets hurt in one way or another. The badger attacked him and clamped down on his snout," said James. "He'll have a lovely gash across his nose and chin, but Pomfrey will be able to heal it with little to no scarring. No problem."

The night's events finally seemed to take their toll on her because Lily soon felt and looked like she was going to be sick. The smell of blood and death reached her nose and she fought back a gagging cough. Glad everyone was safe but sickened by the blood, she excused herself from James presence without a good-night kiss.

She was repulsed by the sight of all that blood soaking his robes. And, she realized she was glad it wasn't his as she relived how scared she was when she woke up to find him covered in blood. Of course James would be a bit miffed by her sudden departure, but she would talk to him in the morning. He'd understand, hopefully…

Upon entering the girls dorm the sight and smell of blood continued to bombard her senses, so she decided to take a shower before trying to go back to sleep.

Disappointed that Lily had just left without even giving him a kiss good-night, James headed upstairs to go to bed. Sirius had passed out on his bed, on top of the covers and still in his bloody robes. Peter lay curled up in his own bed, snoring loudly.

Unable to crash into oblivion like his friends he stripped off his bloodstained robes and disappeared into the steamy stream of water from the shower.

He allowed his tension and worries wash down the drain with the blood. Closing his eyes and sticking his face directly in the stream of water, the image of Lily sleeping flooded his senses. The peaceful look on her face, the lingering smell of her perfume… And with her in his thoughts he drifted to sleep, standing on his feet.

* * *

**A/N:** Really, I am sorry about waiting so stinkin long...I haven't been able to get online at home for a while and the Macs at school suck and I wasn't able to get on a Dell...So...please don't hold it against me and R&R!


	17. Chapter 17

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** In the spirit of Valentine's Day and because it's my birthday, here's my little gift to you! Oh, and just as a brief warning there is a moment of um...suggestiveness in this chapter, and I hesitate to post it. Apparently I was in a dirty state of mind the day I wrote this chapter…

* * *

Chapter Seventeen

_Flush_

"BLOODY HELL!" James shouted, suddenly awoken from his daze.

"Serves you right for hogging the shower all morning and using up the all hot water," snapped Sirius.

"Well apparently I didn't use _all_ of the hot water, you nearly scolded my backside off," said James as he turned off the water and grabbed a towel. He wrapped it securely around his waist before stepping out. "I must have fallen asleep," he said before shaking his head, sending a spray of water from his hair in _every_ direction.

"Hey, would you watch it?" Sirius proclaimed, trying to shield his face.

"You need it anyways," James shrugged. "Just hurry up so we're not late."

"I would have gotten my shower a half an hour ago if I had known you were just in there _sleeping_," said Sirius.

James shook his head again before stepping out into the dorm room to get dressed. Sunlight was filtering through the windows and fell lazily on their beds. He looked to Remus's empty bed and sighed. _'Hopefully our friend will be better soon…'_

It was a good thing they had a free period this morning because James could tell by the height of the sun that they had missed breakfast. Poor Peter would be miserable until lunchtime.

James had just pulled his pants on when he heard a knock at the door. "I got it," he called out. And with a towel on his head to try and dry his hair he opened the door. A playful grin lit up his face when he saw Lily standing there.

She blushed a little at seeing him bare-chested but leaned forward to give him a kiss on the cheek. "Good morning," she said sweetly. She wasn't ashamed to admit that she was admiring his — rather built — chest and arms. Quidditch had done the boy some good after all!

"I'm sorry about last night," said Lily, interrupting her own train of thoughts before they went _too _far.

"Oh?" he said, tensing up slightly. He looked utterly charming with a boyish grin, sparkling eyes and a mess of jet black hair peeking out from under the towel. Something about the way he was standing there, just looking at her, made him irresistible.

"The blood was making me nauseous," she explained, unable to take her eyes off him.

"Care to inspect for any cuts?" he asked, smiling mischievously, arms open wide. "You know, just to prove it wasn't my blood."

Lily returned his mischievous grin and stepped into his embrace. He wrapped his arms around her, she smiled and reached up to pull the towel off of his head and ran her hands through his messy hair.

She snuggled up against his bare chest and he leaned forward, resting his forehead against hers. "I'm so glad you're safe," she whispered.

"I'm so glad you're mine," he replied. She smiled and they kissed. _'Why couldn't Potter have been like this before?'_ She asked herself for the millionth time. She melted in his arms and her knees went weak. He backed her up against the wall kissing her passionately. His kisses moved down to her neck and she let out a sigh as goose bumps broke out all over her chest and arms. She nibbled his ear and his lips returned to hers, her tongue darting out to meet his. His hands trailed from her upper back down to her waist, he pulled her toward her, pressing his body against hers. She ran her hands through his hair and tickled his neck, a low moan escaped his lips and she felt him get hard.

Somehow she managed to suppress her surprise; she was after all — for the most part — innocent. "James," she said softly between kisses. The only way to describe the way she felt at that moment was _pure bliss._

"Ahem," Sirius cleared his throat. He was standing in the doorway, eyebrow raised. James and Lily broke apart and stuttered around an explanation.

"We were just…" James started to say, but he trailed off. Lily was a deep shade of red and buried her head in his neck and James wrapped his arms around her as if to shield her form embarrassment.

"Just let me get dressed and I'll be out of your way," said Sirius, shielding his eyes as if to protect his "innocence."

"I'll wait for you downstairs," Lily said as she tried to pull away.

"Stay, it'll only be a moment," said James, holding her back.

She nodded, unable to say much of anything else. Her heart still fluttered, and every time their eyes met her heart seemed to skip a beat. Lily watched as James grabbed a clean shirt and pulled it on. She helped him button up his shirt as he tied his tie. Not even bothering to tuck in his shirt he grabbed a clean robe, his book bag and his shoes and socks.

"We'll visit Moony tonight," said James, stopping in the doorway.

"Can I come?" Lily dared to ask.

James and Sirius exchanged a look and Sirius nodded. "Sure thing, love," said James.

"Thanks," she said with a smile.

The two started out the door but James stopped and said over his shoulder, "Don't forget to wake up Wormtail."

"I'm on it," came Sirius's reply.

Once on the stairs Lily lifted the flap of her book bag and pulled out a blueberry muffin, a bagel and two strips of bacon wrapped in toast all wrapped up nicely in a napkin. "I saved you some breakfast," she smiled.

James draped his arm over her shoulder and with his free hand took the bacon and toast and smiled, "Have I ever told you how wonderful I think you are?"

"You know, I don't think you have," teased Lily. Of course he had told her many times before, but that was _before_ they were dating. _Before_ she even liked him…

He kissed her on the forehead. "You're wonderful," he said.

Lily's cheeks reddened slightly and her stomach fluttered. Was she falling in love? Was she falling in love with someone she used to despise?

James tried not to think about what had happened moments before Sirius had interrupted them as he munched on his toast. Oh, he had enjoyed it, there was no denying that, but when he kissed her… He felt like he never wanted to kiss anyone else. He never wanted to _be_ with anyone else. Was he falling in love? He already knew he was head-over-heels for her, but was it love? At 16 going on 17 is it possible to find the one you wanted to spend the rest of your life with?

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**A/N:** I hope you all enjoyed this chapter and weren't disturbed by the brief moment of truth...'cause let's face it. Teenage boys are horny! R&R please and let me know what you guys think! 


	18. Chapter 18

**Title: **A Time For Change**  
Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:**I hate Macs...It's a short one, and I apologize for the wait... enjoy.

* * *

Chapter Eighteen

James and Sirius were playing catch with an inkwell, making several students in their charms class very nervous. Lily rolled her eyes as a pretty blond Ravenclaw girl let out a squeal when the inkwell sailed over her head.

"Sirius Black, I swear on Merlin's beard that if you spill one drop of that ink on my robes I'll—"

"You'll what?" Sirius asked as he jumped from one desk to another to deftly catch it. He swiftly jumped over to her desk and knelt down so his face was level with hers, and gave her his most charming smile.

The blond haired girl swooned, it was a good thing she was sitting down because the only known girl able to resist that smile was Lily Evans—and possibly a few of his ex-girlfriends. "I-I'll…" the girl stuttered, stumbling over her own words.

"Go out with me?" Sirius asked coyly.

"Oy, Black toss it over here!" James called out trying to annoy him.

"Bugger off Potter. Can't you see I'm busy?" Sirius said over his shoulder. Turning back to the girl he winked at her and slid off the desk. "I'll see you around…"

The girl was speechless. The most desirable man in Hogwarts had just asked her out! Sirius sauntered off to join his friends with a sly grin on his face.

"Wipe that smirk off your face," said Lily as he tried so squeeze into the small space between her and James.

"Bugger off, Padfoot. Sit on the other side of me," said James, giving him a shove.

"But I know that Lily, my sweet, can't bear to go an entire class without little ol' me…" Sirius said, giving James puppy dog eyes and a pouty lip.

Lily let out a snort of sarcastic laughter and Sirius dejectedly took his seat.

"Where's Flitwick?" Lily asked, changing the subject.

"Who knows," said James with a shrug.

"Who cares?!" said Sirius

"He's probably running a bit late this morning," said Peter.

"Um…excuse me…" a shy voice said behind them. All four turned and looked at the source of the voice. Riley blushed slightly and had to gather her nerves about her again before she could speak. "Uh, I was wondering… Where's Remus today?" she asked.

"Hospital Wing," said Sirius. Lily nudged James who then stomped on his foot. "What?" he asked innocently, but went ignored.

"What?!" Riley asked, her eyes wide.

"He got violently ill last night and we had Pomfrey come to take him down…" said James, covering for Sirius's blatant answer.

"Oh!" she exclaimed. "Oh is he all right?"

"Stomach bug," said Sirius.

"Possibly the flu," said Lily.

"We're going to try and visit him later," said James.

"We could give him a message for you," offered Lily.

"He probably doesn't want you to see him in his condition," said Sirius. "He was in a right pretty state last night…"

"Can you tell him I said 'hi?'" she asked, "And that I…er…I missed him today," she added blushing slightly.

Sirius opened his mouth to make a smart comment and James elbowed him in the ribs. "I'll pass on the message," Lily said with a reassuring smile.

"Thank you," she said. She then turned and went to join her friends several rows down from them.

When Sirius turned back around he saw the blond haired girl quickly turn around and talk excitedly to the girl sitting next to her. And every now and then they caught her casting a glance in his direction. He flashed her a charming smile, and Lily watched in amazement as the girl melted in her seat.

The chatter slowly started to die down as Flitwick waddled into the room from his office and climbed up on to a stack of large volumes of spell books. "I apologize, class. I was grading your essays in my office and lost track of time," squeaked Flitwick.

James and Sirius exchanged a look. "More like he fell asleep," muttered Sirius.

During class Lily — obviously — took notes. James either watched Lily or stared off into space and Sirius was flirting with the pretty blond from across the room. None of them noticed that Riley was staring at the charmed piece of parchment Remus had given her, hoping for some kind of response.

* * *

**A/N:** You know the drill, so I shalt not bore thee with my pleas for reviews...Review! (please...) 


	19. Chapter 19

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** I am so sorry...I hadn't realized how long it's been since I last updated! Sorry about the wait...

* * *

Chapter Nineteen

"But Madame Pomfrey—"

"No, Miss Evans. Remus is not up for any visitors today," Pomfrey replied firmly. She was blocking the entry into the hospital wing as Sirius, James, Lily and Peter tried to visit Remus during lunch.

"Just so I can give him the notes I took in ch—"

"Miss Evans I can't let you in. What part of 'no' don't you understand?" said Pomfrey.

James and Sirius exchanged looks and nodded. It was time that she learn that they knew.

"We don't care what state he's in… any cuts or bruises are understandable — considering his condition," said James.

"His condition? Boys, he has the flu," said Pomfrey. It then slowly dawned on her. "Cuts? Bruises? Nobody said anything about—"

"We know," shrugged Sirius.

"Then how do you—?"

"We _know_," said James, laying emphasis on the last word.

Madame Pomfrey looked from one sincere face to another, totally speechless. When at last she found her voice she said in a very stern tone. "I have no idea what you are talking about. Remus Lupin has the flu. End of story." And she shut the door in their faces.

They heard the lock click and Sirius punched the nearby wall in frustration. "Damn. What good did that do?" he asked.

"We'll still be able to see him tonight," reassured James.

"Yes, but now she _knows_ we know. Ya know?" said Sirius.

James looked briefly confused but shook his head and continued, "She probably doesn't know that Remus knows we know."

"But if she knows we know, and that he _knew_ we knew, then why—?"

"Boys! Stop it, _please_! You're giving me a headache," Lily snapped, stifling a giggle. "We'll just go and see him tonight."

"We? Since when do you sneak out after hours and break into the Hospital Wing, Lily Evans?" asked Sirius.

"Ever since Remus told me about his condition. I'm involved now, if you haven't noticed, and whether you like it or not Sirius Black, I'm not going anywhere," she replied sternly.

They stared each other down until Sirius broke eye contact and muttered, "Fine. We'll _all_ go tonight."

"Thank you," Lily said with a sweet smile. "Now let's get off to potions so we can get seats near each other and cauldrons that don't leak."

The boys moaned and groaned, but in the end they followed her anyway. Lily and James were holding hands as they headed toward the dungeons but that didn't stop Sirius.

"So, Lily my sweet, want to be my potions partner?" he asked coyly as he wrapped his arm around her shoulders.

"As appealing as that sounds," Lily said sarcastically, "I've already got a partner." And she ducked out from under his arm and moved to the other side of James.

"Yeah, and if you keep it up, Padfoot, you just might find some itching powder in your underwear drawer," said James.

"Joke's on you, Prongs. I don't keep my underwear in a drawer."

"Yeah, I know. It's all over the floor of the dorm room," said James.

"That's not _all_ mine," Sirius said in his defense.

"It's not _all_ clean either," snorted James.

"Boys! You don't stop, do you?" asked Lily.

James and Sirius exchanged a glance, smiled and said in unison, "Nope."

"Oh, brother," Lily murmured, burying her head in her hands.

"They even argue in their sleep," Peter added helpfully. Lily jumped; she had forgotten he was with them. He always followed so quietly, eager to please and ready to hand out compliments to James and Sirius. Or to state the obvious whenever it needed — or didn't need — to be stated.

"How would you know?" Sirius asked. "Your snoring is a clear indication that you're asleep."

"Yeah, we're not arguing in our sleep, we're arguing over who has to go and roll you onto your side," said James. Peter's face reddened and he slumped back behind the group, trailing silently as accustomed to.

"Do I need to revoke your talking privileges?" Lily threatened.

"Oh yeah? And how are you gonna do that?" Sirius taunted.

"Simple silencing charm," Lily said with a smirk.

"I know of a way to silence you that doesn't involve using my wand or a simple spell," said James, a mischievous glint in his eye.

"Oh yeah? And how do you propose to do tha—?" and he cut her off with a kiss.

"See, it worked," James said as he pulled away, Lily just smiled and blushed a little.

"Try that with me, Potter and I'll hex you into next week," said Sirius.

"Are you sure?" James asked, eyebrow raised.

"Positive."

"Oh c'mon… you know you want me." And with that James started chasing Sirius down the hallway making kissing noises.

"James! Sirius! You guys?!" Lily called out as the two raced down the hall, vaulting down the steps. "Boys," Lily said disgustingly, "Can't live with 'em. Can't live without 'em…"

"They're just looking for a little fun in a boring life filled with academics…" said Peter shyly.

When the two finally caught up with James and Sirius they were panting heavily and leaning on the door to the potions classroom.

"How nice of you to wait for us," Lily said sarcastically.

James smiled and said, "Anything for you my flower."

Before, whenever he called her a flower it had infuriated her. It goes to show that feelings really can change…For better, or worse…!

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**A/N: **Once again I'm sorry about the wait, please forgive me and review! (Cause as always I love hearing what you guys think!) Leave some...


	20. Chapter 20

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note: **Well, it's been ten days since my last update and since you've all been such good little girls and boys and have reviewed...okay, not all of you have, but several people have, therefore I'll be nice and post the next chapter. Enjoy (and review!)

* * *

Chapter Twenty

That night in the common room James, Sirius and Peter sat around a table laden with books listening to Lily's lecture on doing their homework on time instead of procrastinating until the last minute.

Underneath the table James and Sirius kept kicking each other to keep entertained — and awake. Peter on the other hand, made no such attempt and had fallen asleep where he sat. Noticing that she was being ignored, Lily stopped talking and stared at the two (awake) boys.

Eventually they noticed she had stopped talking and looked guiltily down at their hands. "Are you two done?" she asked for what seemed like the one-hundredth time that day.

"Yes," said James.

"Yes, Mummy," said Sirius, a smirk on his face.

Lily ignored his comment and let out a sigh. "I'm obviously not getting through to you two," she said as she gathered her books. "What does it take to get you to listen?"

Sirius opened his mouth, ready to rely with some smart mouthed comment, but Lily cut him off. "Never mind, I don't want to know." She stood to leave, but James stopped her.

"Oy Lils…where you goin'?" he asked.

"To the library," she answered simply, a note of impatience in her voice.

"Wait up, I'll come with you," said James.

Lily didn't know whether or not to be shocked or annoyed. She wanted to try to sneak in and visit Remus so she could pass on Riley's message without all of his guy friends around.

James looked to Sirius who nodded. "I'm gonna take sleeping beauty here up to bed," said Sirius with a wink and a sly grin.

"That reminds me, I've got a book that's long overdue," said James. "Will you wait for me, Lils?" he asked.

Lily sat back down with a sigh, "Just hurry up," she said. She should have known the boys would want to tag along using the invisibility cloak…

When James finally reappeared "alone" he led Lily to the portrait hole and held it open for her. She was just about to step through when she felt the invisible Sirius brush past her.

Once out in the hallway, portrait firmly shut behind them, Lily said to the empty air before her, "Ever heard of ladies first?"

"Nope," said Sirius, standing directly behind her.

Lily jumped and whirled around to glare at an invisible Sirius. She couldn't see him, but she could _hear_ him…

Getting more annoyed by the second she turned on James who was trying hard not to laugh. "You think it's funny, do you?" she snapped, and James sobered up.

"I'm sorry," he muttered, hanging his head like a guilty puppy.

Lily laughed and stepped closer to him, leaning her forehead on his shoulder. "No, I'm sorry," she said, shaking her head. "I've just been so stressed the last two days; worrying about you, stressing over Remus, keeping up with homework… Now that I know _you're_ okay, I need to know how Remus is doing," she said softly.

James wrapped his arms around her for a hug and kissed the top of her head. "It's understandable," he said. "It was your first transformation experience. It'll get easier for you…I promise."

"Oh how I hope so…" she murmured.

"I hate to break up the love fest here," said Sirius, his head appearing by James' shoulder, "but Filch is heading this way."

James grabbed at Sirius, catching the cloak and dragged Lily along underneath it. "Hunch down or he'll see our feet," Lily told the two tall boys.

"When did we get so tall?" James asked Sirius.

"Does it matter? Back up against the wall and stay quiet," hissed Sirius.

Hunched over and leaning on the wall for support the three watched and waited as the caretaker Mr. Filch shuffled down the hallway muttering about the latest mess caused by Peeves.

When he was finally around the corner and out of sight the three let out a collective sigh and quietly scurried in the opposite direction.

When they arrived at the doors to the Hospital Wing Lily shrugged out from under the invisibility cloak — unable to remain any longer — and tried for the door.

"It's locked," she muttered as she fumbled for her wand.

"Don't bother," said Sirius.

"_Alohamora_ won't work on these doors," said James.

"Watch this," said Sirius as he whipped out his pocketknife and picked the lock.

"There isn't a door in this school that can hold stop us," said James proudly.

"Probably the only good thing I ever got from my mum. No lock is safe from me," Sirius agreed. On cue the lock clicked and he opened the door. "After you, Milady," he said with a low, graceful bow.

Lily rolled her eyes and entered the wing. "Quietly now," James whispered in her ear. "We don't want Madame Pomfrey to hear us."

"You're acting as if I've never snuck into somewhere I shouldn't be before," Lily whispered.

"Have you?" James asked, looking surprised. Lily shrugged and gave him a mischievous smile as she brushed past him and headed toward a curtained off portion that just _had_ to be Remus's bed. James stared at her in disbelief. "Wait, don't walk away!" he called after her.

Lily tossed a smile over her shoulder and laughed to herself. It was so much fun messing with his mind…

"About time you got here," came Remus's voice from behind the curtain.

"Sorry, Remus. Just making sure you weren't asleep," said Lily, sticking her head around the curtain. "Quick, before James and Sirius get here…Riley says hello and that she missed you today."

Remus blushed and smiled his thanks. He was about to say something when Sirius and James exploded into the curtained area.

"Remus!" said James.

"Glad to see you're okay," said Sirius.

"Nasty cut you got there."

"What happened?"

"You know full well what happened," said Remus, glaring playfully at Sirius and James.

Sirius smiled and laughed, "Just trying to see if you retained _any_ memories of our adventures."

"For some reason squirrels come to mind, and the wolf is subdued. Whatever happened helped. Just one question," said Remus.

"Shoot."

"When I came around in the shack there was a lot of blood on me," he said, carefully watching Lily, wary for any signs of discomfort. "Too much to be all my own…what did…er…what did I kill?" he asked quietly.

Sirius and James exchanged a look. "The same thing that gave you that," said James, pointing to his cheek and chin.

"A badger," answered Sirius.

"A badger?" asked Remus. "What happened to chasing squirrels?"

"We did," said Sirius. "But, um…"

"Let's just say that your wolf mind isn't nearly as smart as you," James supplied.

"What?"

"You were outsmarted by a squirrel," said Sirius bluntly. Remus buried his head in his hands and shook with laughter. "Was it something I said?" asked Sirius.

Remus nodded and shrugged it off. "Figures… I get all the brains…" he laughed.

Lily smiled and waited patiently for the boys to settle down. When they had finally quieted she spoke up. "You didn't miss _too_ much today. We had a lecture in Flitwick's and did a write up of the potion we made last week in Slughorn's class, and in—"

"Please, Lily…Make it stop!" moaned Sirius.

"Yeah, don't make us relive our _horrible_ lessons," said James.

"I think she's trying to give us nightmares!" accused Sirius.

"I think it's the other way around, mates," laughed Remus.

"Exactly! I don't know how you do it Remus. These two were going at it non-stop today. It was all I could do to keep from going insane!" she said.

"I lost my sanity years ago," said Remus.

"Yeah, you might as well give up hope now…" said Sirius.

"Gee…thanks guys…" she said sarcastically.

"Can't say we didn't warn her," Sirius murmured to Remus, who nodded in agreement.

"Boys," Lily rolled her eyes.

"What?" all three said innocently before breaking out in excessive laughter.

A noise in the dark immediately quieted them and sent the invisibility cloak over their heads.

"What happened?" came Madame Pomfrey's voice.

"Potion accident," came the wheezy voice of Professor Flitwick.

"Send for Horace," McGonagall ordered.

"I'll get him," replied a student.

Pomfrey waited until the student was gone before she spoke again. "First a nasty fall, and now this," she muttered.

"He should have known better than to drink an unknown potion," said McGonagall. "Horace tells me he's got quite a talent for potions."

"When he's not bragging about Miss Evan's skills," Flitwick added.

"Here's a thought, but maybe Severus tried _inventing_ a potion and failed," said Pomfrey.

"Well we won't know until he recovers and we can get some answers out of him," said McGonagall.

"He's all right with me. No use wearing yourselves out when you have lessons to teach in the morning," said Pomfrey, totally in charge of her Hospital Wing and the situation.

"Snively?" Sirius mouthed to James.

"And for once we weren't the ones to put him here," whispered James.

"We better get out of here before Slughorn gets here," said Sirius. "No use in us getting caught here…"

"Right, let's go," said James.

"Wait," Lily said before slipping out from under the invisibility cloak she wasn't too worried about being seen, after all they were curtained off from view.

"Lily," James hissed.

She ignored him as she moved to Remus's bedside and leaned over him. "Write to her," she whispered in his ear as she gave him a hug. "Write to her using that parchment I gave you."

Remus nodded and whispered his thanks.

"Promise you'll heal quickly and fell better soon," she said as she stood and moved back to the spot she knew James and Sirius stood.

"I promise," he replied with a little smile and with that Lily was gone, once more covered by the cloak. Lily had to endure curious, questioning looks all the way back to the common room, and once inside she claimed exhaustion and went to bed.

"Girls…" Sirius muttered. "Can't live with 'em,"

"Can't live without 'em," finished James, watching Lily disappear up the stairs.

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**A/N: **Hope you enjoyed, and since I've been writing more lately, the next chapter should be soon in coming...I hope. So, behave, eat your vegetables and review!


	21. Chapter 21

**Title: **A Time For Change**  
Author Name:** DarkForest214**  
Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"**  
Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.**  
Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_**  
Author's Note: **Ten days is long enough to make you guys wait… Enjoy

* * *

Chapter Twenty-One

**Are you there…? Riley?**

Remus stared at the piece of parchment. Spending countless hours in the Hospital Wing with nothing to do but sleep and stare out the window was not Remus's idea of a good time.

An hour or so later — Remus had dozed off and lost track of time — a response appeared on the page.

_Remus? I'm sorry, I just saw your message…I hope you haven't been waiting too long._

**Don't worry about it…I fell asleep…**

_Must be real exciting in the Hospital Wing_

Remus detected sarcasm and smiled. **Oh loads,** he replied just as sarcastically.

_Do you think I could come visit you today? Maybe around lunch or something?_

**That would be up to Pomfrey…But I don't mind.**

_Maybe I'll try…_

Remus smiled. **I'd like that…it's awfully boring here.**

_Haven't your friends come to visit you?_

**They tried yesterday, **he told her, remembering the ruckus they had caused outside. He thought better of telling her that they had visited him after hours last night. **But word is that you missed me yesterday…** He probably just made her blush.

_But how did you know?_

**A little birdie told me.**

_What?_

**My friends sent me an owl,** He clarified. A lie here and there to protect his secret…he was use to it…

Several minutes passed without hearing from her. He was starting to wonder if he had said something wrong when once more words began to appear on the parchment.

_Sorry, McGonagall was walking around the room to see what everyone was up to…Couldn't risk being caught._

**Oh no, that's fine. I don't want to risk you getting in trouble because of me.** Remus replied sincerely.

_You're too kind, I really hope Madame Pomfrey will let me in to see you. I'd love to actually _talk _to you for once…_

**Yeah, I'd like that too…** He didn't know why, but suddenly his quill seemed to take up a life of it's own and he wrote something he hadn't planned on. **I'd also like to take you on a date or something…once I'm out of here. **"What?" Remus mouthed to himself. "I've lost my mind, she's too shy, she'll never go for that…"

_I'd love to…Are you better yet?_

**I think I'm feeling better already!**

_You're um…you're not like Sirius are you? I mean, you don't snog and dump right? _She asked hesitantly, the words appearing slowly.

**Certainly not! Have you ever seen me with a different girl hanging off my arm each week?** He asked. **He just has attachment issues.**

_Attachment issues?_

**Yeah, as in the only attachment he has with his girlfriends is his lips and theirs.**

_Oh!_

**I understand why you'd be worried… After what Sirius did to your friend…**

_Do you even know what happened?_

**Honestly…No. Sirius may snog and dump but he rarely dumps and tells us anything. All we ever get out of him is a shrug…**

_Oh, well I won't bore you with the details,_ she wrote. I_t's probably not something you want to hear about one of your best friends anyways…_

**Don't worry. I know he's an ass.**

_Remus!_

**What? It's true…**

_Haha, don't make me laugh… McG just gave me the weirdest look!_

**Sorry…**

_You should be! (sarcasm…)_

Remus laughed to himself. _'If she's this much fun in writing I wonder what she's like in person!'_ he thought.

_Hold on…class is almost over._ Her words appeared quickly and sloppily. _I'll visit you when I'm done eating, if I can. Want me to bring you something?_

**Real food would be nice… Surprise me!**

_Will do._

**Until then…goodbye.**

_Goodbye Remus and take care._

Nothing else appeared after that and Remus sat back with a sigh. He reread their conversation and smiled. Relaxed yet anxious to speak with her he realized that they had barely spoken two words to each other, let alone an entire conversation. This seemed the beginning of a beautiful yet strange relationship.

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**A/N: **All reviews are enjoyed and welcome...So make like a Nike commercial and Just do it!


	22. Chapter 22

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** I'm so sorry you guys, I had no idea it's been so long since I last updated...I apologize for the wait, and here's the next chapter.

* * *

Chapter Twenty-Two

"Did not."

"Did too."

"I did not."

"Yes, you did."

"No, I didn't."

"Yup… you did."

"Did not!"

"Did too."

"Sirius Black, I did _not_ throw my silverware at your head," Lily said sternly.

"Face it, Miss Evans, you're storing some pent up resentment and anger towards me," said Sirius, pointing a fork at her.

"Well if James hadn't startled me, my silverware wouldn't have slipped out of my hand. Now, can I have my fork back?" said Lily.

"Not until you admit that you threw your—"

"I didn't throw _anything_ at you!"

"Just apologize, Lils," said Sirius.

"No."

"C'mon."

"No."

"Lily…"

"NO!"

"Here," said James, handing her his fork. "It's clean, and I don't need it."

"Thank you," she said, smiling sweetly at James before turning to glare across the table at Sirius.

"Do you want to try and visit Remus again?" James asked, changing the subject and breaking the ice between Lily and Sirius.

"I have notes to give him," said Lily. "But it can wait."

"He should be out soon anyways," added Sirius.

"Even with that nasty cut?" asked James and Sirius shrugged. "You know that Pomfrey doesn't like to let him out with unexplainable cuts on his face…It draws too much attention and makes students question him."

"We've been here for six years, James," said Sirius. "People already speculate and gossip about what's wrong with him."

"True…Just think, only one more year and we're out of here! We'll be able to do something with our lives. To do some good in the Wizarding World," said James.

"Yeah, being here at school, isolated from the rest of England…we tend to forget about what's going on in the real world," said Sirius. "We forget about the rising interest in the Dark Arts."

"Don't remind me," said James, rolling his eyes. "The Dark Arts are full of bullocks…"

"All right, change of topic now…" said Lily, feeling slightly uncomfortable. She disliked the Dark Arts too, but she didn't share James' outright hatred towards it.

A silence fell over the group as they ate their lunch. At one point Lily looked over at her other friends to see them laughing and talking animatedly. Maybe she needed some girl time..

James caught her looking at her friends and gently nudged her, "Why don't you sit with them at dinner," said James. "You've been spending an awful lot of time with me lately…"

"That's because I like spending time with you. Are you sure?" she asked after a slight pause.

"Positive…I know how tiring hanging around Sirius can be," said James.

"Hey!" but Sirius went unnoticed.

"Thank you," said Lily. Sirius glared at his friends for ignoring him, but his angry moment passed once he noticed that a fresh plate of sweet rolls had appeared on the platter in front of him.

Meanwhile at the Ravenclaw table Riley was finishing off her meal she had just wrapped up a sweet roll for Remus when her best friend—and one of many of Sirius's ex-girlfriends—stopped her.

"Where are you off to in such a hurry, Ry?" her friend Jessica asked.

"Um, I have homework to do…I'll see you around," she replied quickly. She wasn't quite ready to tell _her_ best friend that she was interested in one of _his_ best friends…

"And you're taking a sweet roll?" she asked, Riley nodded. "But you rarely eat dessert…"

"It's for later…you know how studying makes me hungry," said Riley with a shrug.

"If you wait I'll come with you," said Jessica.

"Jess, please. I really need to get this done…I'll see you later in Potions," said Riley as she stood to leave.

Jessica looked a bit peeved, but Riley knew she'd get over it. After all, she was going to visit Remus!

Remus Lupin, tall, dirty blond, mysterious. So quiet and shy…and so sickly. She briefly wondered what was wrong with him that sent him to the Hospital Wing on a monthly basis. She also wondered how someone so sweet could be such good friends with that tosser Sirius Black.

As she walked through the corridors she began to get nervous. She couldn't recall if he had had any girlfriends before. And if he had, she seemed to remember that they didn't last long… Something was strange about that boy, but that just made her like him more.

All too soon she found herself at the double doors to the Hospital Wing. With slight hesitation she knocked on the door. She was convinced that Madame Pomfrey couldn't hear her knock over the sound of her pounding heart, and was about to give up on her wait when Pomfrey answered the door.

"Sorry about the wait, dear. I was tending to a patient. May I ask who you're here to see?" said Madame Pomfrey, standing protectively in the doorway.

There was a charm on the doors that allowed only the sick and injured to enter. Any visitors had to get the approval of Madame Pomfrey to gain entry. Unless, of course, you were a Marauder.

"Remus Lupin," she said shyly.

"Is he expecting you?" Pomfrey asked skeptically. She didn't recognize the young girl, she must be a new friend of his…

"Yes, Ma'am," said Riley.

"One moment," said Madame Pomfrey before disappearing within the wing.

Riley nervously shifted her weight from one leg to another as she waited and hoped for the best.

"All right, Miss…?" Pomfrey said when she returned.

"Wolfe," she said. "Riley Wolfe." Pomfrey looked as if she didn't believe what she was hearing.

"Miss Wolfe…" she said slowly. "Come on in, Remus can handle a visitor today, just keep it down. I have other very sick patients." Madame Pomfrey stepped aside and held the door open for Riley. She eyed the girl carefully, unsure of what to make of her. As she headed back to her office she decided to check her records to see if she had ever treated a 'Riley Wolfe' in her infirmary.

"Remus?" Riley asked quietly as she stuck her head around the curtain.

"Riley?" Remus responded with a smile. "It's good to see you," he said as he sat up in bed, wincing slightly at the strain. He was still slightly sore from his transformation.

The sunlight filtered in through the window behind him, making him appear to glow. He looked almost angelic in his white hospital nightshirt, the only flaw in his features being the gash on his cheek and chin. And even then he looked perfect. Riley was struck speechless.

"You have no idea how boring it can get in here," said Remus, drawing her attention back to the world around her. _'Oh Merlin she's a sight for sore eyes…'_ he thought. "You can only count the ceiling tiles so many times," he added sarcastically.

Riley laughed and came closer. "Do you mind if I sit?" she asked, indicating the foot of his bed.

"Be my guest," he replied.

She sat down and pulled her book bag onto her lap, opened the flap and took out the wrapped up sweet roll. "Here, I brought you something," she said with a smile.

He accepted the bundle with a gracious smile and unwrapped it. His smile broadened as the smell wafted up to his nose. "My favorite…How did you know?"

She shrugged and smiled. "I guess I'm just that good…wait, can you eat it? I thought you were sick, and couldn't stomach anything."

"I was…turned out I had the flu," said Remus.

"Oh!"

"Don't worry, I'm feeling much better now. Pomfrey's remedies always work wonders on me…" said Remus. "Hey, it's still warm!" he said, indicating the pastry.

Riley smiled, "I hope you enjoy it."

"Oh I will…" said Remus earnestly. "Pomfrey has had me eating nothing but bland, healthy food the last few days."

A somewhat awkward silence fell over them as Remus bit into the roll. When he finished, Remus noticed that Riley was looking anywhere but at him. "Thank you," he said, breaking the silence and drawing her attention toward him.

"It was no problem," she said quietly.

The conversation that had flowed so freely on paper was lost when in each other's company. "Is something bothering you?" he asked, trying to read the look in her eyes.

"No…not really…but…um… What happened?" she asked, pointing to her own cheek.

With some quick thinking Remus told her, "It's not pleasant, but I had to…er…lose my lunch in the middle of the night. I was slightly dizzy and ended up tripping on my way back to bed."

"Oh!"

"Eh, I'm all right…" he said with a shrug. "I guess that's what I get for leaving my shoes out…"

"Are you very accident prone?" she asked, thinking about his frequent stays in the Hospital Wing.

"Clumsy, yes. Plus I was a sickly child," said Remus, using the line he always used with acquaintances. He wasn't trying to make them pity him, but it always ended up happening that way. He had to hide his 'condition' somehow…

"That's awful," said Riley.

Remus shrugged it off and added, "Also take into account who I hang out with…Although James and Sirius haven't tampered with my food for a good while."

Riley stiffened at the mention of Sirius. She really did not like him. Remus picked up on her reaction but didn't say anything. He figured he'd find out eventually…

Changing the subject, Remus asked, "So how is the world of Hogwarts outside of the Hospital Wing?"

"Totally drab and boring as usual," said Riley. "What's the latest gossip here in the Hospital Wing?"

"McGonagall and Flitwick brought in Severus Snape last night. Some kind of potion ingestion," said Remus. "Pomfrey had to induce vomiting to figure out the ingredients in the potion…she and Slughorn were up all night working on him."

"Really?" asked Riley. She didn't like Snape, but she didn't share the Marauders' hatred of him.

"Yeah, and for once we didn't have anything to do with it," Remus mused. Sirius and James would have told him if they had planted a potion of any kind on him. Not to mention that they were with him when Snivelly was brought in, and shared in his surprise.

"What?!" she asked, looking surprised, shocked and confused all at once.

"Usually Sirius and James do something to put him in here, but I know for a fact it wasn't them this time," he said. She gave him a quizzical look so he explained. "They snuck in to visit me last night and were here when they brought him in."

"Oh…" she said.

Once more silence fell over them. Remus watched as Riley stared at her hands in her lap and played with the hem of her skirt. He smiled, at first glance she was plain, almost average looking, but the more he got to know her, the more beautiful she became.

Dark brown eyes, slightly frizzy, curly brown hair, narrow face, petite nose, shorter than he and very thin. She was a no-nonsense type of girl with no need for make-up or short, skimpy skirts or useless gossip. She was the type of girl that guys like Sirius ignored. The type of girl Remus always fell for.

Remus was about to break the silence but she beat him to it. Looking up she asked him, "Do you find me attractive?"

Caught unawares Remus reddened and turned away.

"Oh…" she said, sounding disappointed. "I...I only ask, because I noticed you staring at me."

Hearing the tone of her voice he quickly recovered and said, "No, no, no…I think you're beautiful…you just caught me by surprise, that's all…"

It was her turn to blush. "You're just saying that because I pressured you into an answer," she said shyly, all of a sudden feeling very self conscious.

Remus moved stiffly to the foot of his bed so that he was sitting right next to her and took her slender hand in his. "I'm also attracted to your mind and personality," he said gently in her ear. "From what I've seen so far, there's so much more to you than meets the eye."

Riley turned to look at him, their faces close; her shy smile became a mischievous grin. The sparkle in her eyes brought a smile to his lips, and at that moment, with her insecurities gone, she was the most amazing, incredible, out of this world girl he'd ever seen.

"And what do you think about me?" he asked, their faces still close.

He thought her mischievous grin would be replaced by that shy smile once more, but he was wrong. Her smile broadened as she pretended to be thinking things over. "I think you're very smart, very handsome and slightly mysterious," she said.

"Mysterious?" he asked, eyebrow raised.

"Yes. Mysterious." She said with a laugh. "You've always got that nose of yours buried in a book…"

"Sirius likes to say I'm just hiding my big nose from view, but I just like to read," he said defensively. "Besides, it's not like you're one to talk, Miss Nose Buried in a Journal."

"I can't help it if I like to write," she teased. They sat and laughed at each other.

"You have a cute laugh," Remus said as their laughter died. Shy Riley returned as she blushed.

"And you're just too cute," she teased. "And as much as I'd like to stick around and chat with you _all_ day long, I'm not doing so well in Astronomy and can't risk missing a class."

Remus surprised her—and himself—by wrapping his arms around her, pinning her to himself. "No, you're not allowed to leave me," he pleaded.

She laughed and buried her head into his chest. "I don't want to go, but I have to," she said, making no effort to move.

"Nope, you're staying right here," he said.

"Remus…" she said, raising her head.

"Not going anywhere."

"Remus!" she laughed.

"Nope…won't let go."

"C'mon Remus," she pleaded. "I promise I'll come visit you again soon…"

"Nuh-uh, not good enough!"

"Fine," she said with determination. She twisted in his arms and planted a kiss on his cheek.

So surprised by this action he loosened his grip. Riley jumped up and laughed at his shocked expression. "I'm sorry Remus, really I am, but I've really got to go," she said as she grabbed her book bag off the floor and headed toward the curtain.

"Wait, let me give you a proper goodbye," said Remus, climbing out of bed and coming to her side. "I promise, I'll let you go this time," he said, his grey-blue eyes looking deep into her dark brown ones. She nodded and gave him a hug, stepping back slightly he leaned in and met his lips with hers for a brief, gentle kiss. "Goodbye, Riley," he said softly.

"Goodbye," she said with a slight grin. She turned to go and he let her leave—much to her contempt.

When she was out of sight, Remus released the air in his lungs. He hadn't even noticed he was holding his breath! He gently touched the spot on his cheek where she had kissed him. It was directly opposite the gash on his other cheek. Still a bit dazed at what she—and he—had done he returned to bed and slipped under the covers. Staring at the ceiling with a smile on his face he let himself drift off into a peaceful sleep.

Once Riley was safely out of the Hospital Wing she paused outside the doors and leaned against the wall. A broad smile lit up her face as she thought, "I can't believe I just kissed him. And he kissed me! I bloody kissed him…!" Letting out a—suppressed—squeal she took off down the hall, headed towards the Astronomy Tower, with an unusual spring in her step.

* * *

**A/N: **Let me know I'm forgiven for the terribly long wait by reviewing please! 


	23. Chapter 23

**Title: **A Time For Change**  
Author Name:** DarkForest214  
**Rating: **PG-13**  
Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:**Okay, here are my excuses. Prom, Dreamscape, Last day of High School _ever_, and Graduation (last night yay!) In the meantime, my computer's modem crapped out on us and we had to get another one 'cause our connection speed was 14.4 Kbps (if that makes sense to anyone...) So the computer is fixed (for now) I'm single (that's what I get for dating another loser) and life goes on...Leaving me with the one thing I'm sure will always stick around. Books, Fanfiction and my amazing reviewers (please forgive me for the long pause between updates)

* * *

Chapter Twenty-Three

"You're freakishly happy, Riley…what did you discover while studying _this _time?" teased Jessica.

"Nothing," Riley said with a giggle.

"C'mon Ry, you're such a bad liar. What happened? New book by your favorite author?" her friend persisted.

"No…Actually, yes. But that's not why I'm happy," said Riley.

"Happy? Girl, you are downright giddy!"

"I know!" she replied with a huge grin.

"Just tell me. I _know_ you're dying to…" Jess taunted.

"You're right, I can hardly contain myself."

"Then why—?"

"Because I know it'll drive you nuts…"

"Yeah, well it's working," said Jess, rolling her eyes.

"Shush, class is starting," Riley said.

"Tell me," she mouthed.

"I'll give you a hint," Riley whispered. "It's about a boy…" she said slyly.

"What?!" Jessica said aloud.

"Is there something you'd like to share with the rest of the class, Miss Parker?" Professor Sinistra asked sharply.

"Sorry, Professor…" Jessica mumbled. "I just realized I brought the wrong book to class."

"Share with Miss Wolfe if you have to, just keep it down next time," said Sinistra.

"Yes, ma'am," said Jessica. Professor Sinistra was young, a fresh and untried teacher who's habits still made her students wary of her. Riley predicted that in several years she would eventually calm down and mellow out…then again, one can never tell…

Cautious not to draw attention to themselves, Riley and Jessica spent the rest of the class in silence. As they gathered their star charts at the end of class Jessica brought up the topic at hand.

"So it's about a boy, is it?" she asked. Riley smiled and nodded, but didn't say anything. "Fine, you don't have to tell me who…I just want to know _what_ happened."

"Well…I went to visit him—"

"Visit who, where?" Jessica interrupted.

"And we talked for a bit," Riley continued, ignoring her friend. "And when I went to leave he held on and wouldn't let go."

"Pervert!" Jessica squealed, her voice full of disgust.

"No! It was cute, he just wrapped his arms around me and held me close…I didn't want to leave his side…" she said, her eyes had a dreamy glow as she remembered what it was like to be in Remus Lupin's arms. To be held close, to feel safe and warm in his arms.

"Ry? Earth to Riley…"

Riley blinked and shook her head. "Sorry," she mumbled automatically.

"So…who is it?" Jessica prodded. "Did you kiss him? Is he cute? Why won't you tell me who it is?"

"Because I don't want you to be mad at me," Riley replied sheepishly

"Ry, why would I be mad?" she asked, looking her friend in the eyes. Riley looked away and lowered her eyes. Jokingly, Jessica said, "The only way I'd be mad is if you went off and snogged Sirius Black!"

Riley reddened and lowered her eyes, digging her toe in the ground. She might as well have, Remus is his best friend…

"You didn't?!" Jessica said, looking appalled. "You know what kind of guy he is."

"No, no…not Sirius! I wouldn't touch him with a ten meter pole!" Riley said quickly in her defense.

"Then who—?"

"Remus! Remus Lupin!" she said quickly and quietly.

"Was it that bad of a kiss that you're ashamed to tell me?" They stopped walking and Riley leaned up against the wall.

"No, I just gave him a kiss on the cheek…" she said, leaving out the minor detail that he had kissed her as well. "I was worried about what you'd think."

"What?" Jessica looked at her friend carefully. "Riley…why would it matter what I think?"

"Because you're my best friend," she said quietly.

"And you're mine. I have nothing against Remus Lupin, and I'm not going to be mad at you for something that makes you happy," said Jessica, wrapping her arms around her friend in a hug.

"Even though he's friends with Sirius Black?" Riley said, muffled by her friends shoulder.

"Yes, even though he's friends with Sirius Black," Jessica confirmed with a nod. Riley smiled, she looked utterly relieved. "So, you two dating yet?" Jessica asked as they continued on down the hall.

"I…I don't know," Riley admitted. "I mean, it's not like there are any other guys in my life."

"Besides your brother…"

"He doesn't count," said Riley, shrugging it off. Jessica laughed and the two girls went on to their common room to try and tackle some homework before dinner.

* * *

**A/N:** Forgive me? (Sorry it's a short one...arg I gotta keep writing...or at least write more often) 


	24. Chapter 24

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** Please forgive me for the long pause between updates, I've been working and getting ready for college as well as working on some of my other stories...But it's about time I got back to this one!

* * *

Chapter Twenty-Four

"All right, Remus Lupin for the next twenty minutes I'm all yours!" Lily said as she rounded the curtain around his bed.

"Hey Lils," Remus said, looking up from a spread of books on his bed.

"Looks like you're keeping busy Rem," said Lily as he cleared a spot for her. "When are you coming back?"

"Pomfrey is letting me out tomorrow after morning classes…by special request," he added with a grin.

"You sly dog, you're missing out on Double Potions!" Lily exclaimed, punching him lightly on the shoulder.

"I told her I still have an essay to write and need that extra time," said Remus. "She feels sorry for me. I don't need her pity, but it can come in handy."

"Remus…" Lily shook her head disapprovingly.

"I know, I don't like using people like that, but I really need to finish that essay," said Remus, picking up on her thoughts.

"If you need any help—"

"I know, you're always there for me," Remus cut her off with a smile. Lily returned his smile and snatched his essay out from under his nose. "Hey!"

"Just proof-reading it," said Lily.

"Proof-reading or holding it hostage until I tell you what happened today with Riley?" asked Remus, arms crossed in front of his chest.

"You saw Riley today?" Lily asked, trying to sound innocent, her sly smile giving her away.

'Yes, but apparently you already knew that," said Remus, resisting a laugh.

"Maybe," Lily said with a shrug. Her eyes gave her away, Remus just looked at her in that knowing kind of way of his. "Okay, I know. Spoilsport…you're ruining my fun," she teased.

"I know," said Remus using his sly smile. "But we only have…" he looked at his watch "…seventeen minutes left, so if you want details…"

"Yes! I want details…" said Lily. "I passed Riley in the hallway earlier and she was absolutely glowing!"

"Was she?" Remus asked, feeling a little giddy.

Lily nodded. "So, what happened?" she asked eagerly.

"Wouldn't you like to know," teased Remus.

"I know you're just dying to tell someone, and who better would understand?" said Lily, and Remus nodded. "Who else are you going to tell? Sirius and James would just ask how far you got then tease you about it."

"Probably true."

"Then tell me!" said Lily. She grabbed his arm and looked at his watch. "You have fifteen minutes. Go!"

"Fine. She came, we talked, she left," said Remus.

"You lie."

"We snogged."

"I knew it!"

"I know…"

"Then why did you—?"

"Because I wanted to hear it from the horses mouth, so to speak," she said with a shrug. "So…give me details…!"

"I don't know…" he said shyly, his face burning red.

"Then I guess you don't want my advice," she said firmly, standing to leave.

"No, wait," said Remus, believing in her bluff.

"Go on then," she said, sitting back down.

"We just sort of sat here and talked. She asked me if I found her attractive."

"And you told her…" Lily urged when he didn't continue.

"The truth. That I think she's beautiful," said Remus. "And that I'm also attracted to her mind."

"Good boy," Lily smiled. "So…get to the part where you two snogged!" she said.

"Either you've been hanging around Sirius way to much lately or you mistake me for one of your gossiping girl friends," said Remus, blushing again.

"I'm sorry, please continue," said Lily sincerely.

"Time flew while I was with her, yet I feel like I've known her forever… When she went to leave I gave her a hug goodbye. When our eyes met it was like a magnet drew us together and we kissed." Lily stared at him awestruck as he told his story. "I didn't want to let go, I could have held her forever, but she had to get to class… I don't know Lils, I really like her and I hate that I have to hurt her."

"Hurt her? But…how?" asked Lily.

"By breaking up with her in a month," said Remus, his eyes suddenly downcast.

"But why would you do something like that when you like her?" Lily asked, looking confused.

"Because it's easier than trying to hide my condition from her," said Remus gloomily.

"Don't worry about it, we'll keep your secret and help cover for you," said Lily. "Don't throw away a good thing."

"What if I never ask her to be my girlfriend?" asked Remus.

"I don't know, Rem," said Lily, thinking it over. On one hand Remus wouldn't have to commit to something that could break both their hearts, but on the other, not committing might be painful for Riley or hard for her to understand. Either way, Lily didn't envy Remus and his situation. It was definitely a lot easier for her and James—_now_.

"I envy you Lily," said Remus in that way he had of reading her thoughts. "It's so easy for you and James…"

"Hello? Have you met me? For years I couldn't stand him," said Lily sounding disgusted. "Even towards the end of my contempt for him I tried to convince myself that it was _you_ I liked and not him!"

"Yes, but you're not limited with this...this _disease_!" said Remus "You're not hunted in your dreams by a wolf. A wolf I know is my other half, constantly chasing me, fighting for control. That damned beast haunts me!" he nearly shouted.

"Remus," Lily said apologetically. She felt awful that she had brought on this sensitive topic.

"I wasn't _born_ this way, that monster Greyback did this to me!" Remus explained. Lily remained quiet, not only because she was unable to think of anything to say, but because this was the first time she had heard him discus _how_ he became a werewolf. Eager for him to continue but not wanting to interrupt him she remained silent. "I just…" Remus sighed "I just wish I was normal."

"Oh Remus…"

"No, Lily…I really wish that I was _normal_. But there's nothing you or anyone else can do to help me," he said quietly.

Lily sat there quietly, unsure of what to say. An awkward tension filled silence filled the room and Lily looked away, racking her brain for something to say. She would give anything for an interruption from one of the boys. Lily let out a quiet laugh.

"What's so funny?" Remus asked, sounding slightly offended.

"Oh it's not you, Remus," she reassured him. "I was just thinking that rarely the boys interrupt awkward moments."

"I'm afraid I don't follow you," said Remus.

"For example," said Lily, making herself comfortable. "Sirius always seems to barge in right when James kisses me. Yet when there's a tense and awkward moment they're nowhere to be found."

"Thanks for keeping James and Sirius out of my hair during lunch," he said with a grateful smile.

"It was tough, believe me," Lily laughed. "As a last ditch effort I asked them who they thought would win next month's Ravenclaw verses Slytherin Quidditch match before slipping off to eat with my girlfriends."

"I bet that got them going," said Remus with a smile. His friends despised Slytherins and everything they stood for, but their Quidditch team had a rather forceful way of winning…

"Kept them busy through to the next class," said Lily. "They're impossible to do homework with. Please, I beg of you, get better soon!"

Remus laughed. "I'll try, for Riley's sake and yours," he said with a smile.

"How sweet…"

"The things I do for the women in my life," Remus snorted, rolling his eyes.

"Ah, but you love us," Lily teased and Remus rolled his eyes again. She grabbed his arm to look at his watch. "Whoops, time to go. I'm meeting my girlfriends for dinner."

"Not eating with James?" Remus asked, eyebrows raised.

"Yup, and he'll get over it," said Lily.

"He might actually _eat_ something rather than stare at you the entire time," Remus teased.

"Good, then maybe he won't complain later tonight that he's famished and ready to fall over from hunger!" Lily laughed.

"Fear not, he'll still complain," said Remus.

"Great," she said, rolling her eyes. She stood and shouldered her bag. "Take care," she said, leaning over to give him a hug.

"You dragging the Marauders down here tonight?" Remus asked as she parted.

Lily laughed, "If I come tonight it'll be because those marauding friends of yours drag me here, not the other way around."

"True…can you tell those juvenile delinquents to bring me some real food? I'm getting tired of chicken broth and biscuits."

"Sure thing, Rem," said Lily. "I'll see you later."

"Take care," Remus called.

"Let me know what happens the next time you see Riley," she said slyly.

"Only if you behave," he teased.

"It's not me you have to worry about," she laughed. "Bye Remus." And with that she was gone.

Left alone Remus returned to his potions essay while his thoughts remained on Riley. What was he going to do about her? He didn't want to like her because he knew if he did he would hurt her. Problem was, he did like her, and she him. What was a young werewolf to do?

* * *

**A/N: **Forgive me yet? 


	25. Chapter 25

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!  
_**Author's Note:** This is the last thing I'm posting before shipping off to college. Enjoy (and sorry for the wait!).

* * *

Chapter Twenty-Five

"So, tell me about Remus's past experiences with girls," Lily said to Sirius and James as she sat down to breakfast.

Sirius emitted a groan and buried his head in his arms on the table. "It's too early in the morning to get in to something like that," James translated as he stared bleary-eyed into his coffee.

"I'm not asking about _his_ love life," she said, pointing to the hunched over lump that was Sirius Black. "I already know he can't remember the name of his last girlfriend."

"I do to!" Sirius said as indignantly as his energy levels would allow. "Her name was…er… well, she was a Hufflepuff."

"My point exactly," said Lily. She leaned across the table and in a low, cold voice said, "For future reference her name was Ashley and she was a very sweet girl."

"Not a bad snog either…" Sirius mumbled suggestively, looking up long enough to give her a wink.

Disgusted, Lily turned away and looked at James. "What're you looking at me for?"

"In case you haven't noticed, you're one of Remus's friends, do you know anything about him except for…well…you know…?" she said, lowering her voice.

"Really Lils, must we talk about this _now_?" James groaned, returning his tired eyes to his empty coffee mug.

"Do you want me to refill it for you?" she asked him.

"Regular, please," he nodded. Lily refilled his cup and placed it in his limp hand. "Thanks," he mumbled.

Lily leaned back to take in his appearance. His robe was rumpled, shirt half tucked in, a shoe was untied and his hair was laying in every direction except down. Sirius was in a similar state, but Peter looked fine and was eating hardily. Looking back to James she noticed how he couldn't seem to keep his eyes open. "James, what did you two do?"

"Nothing," both James and Sirius mumbled as one.

"Peter…?" Lily said sternly.

"I don't know," Peter replied quickly. "I went to bed early…"

"James," Lily said, sounding upset. "We have Double Potions this morning for which we have an essay due and we're making—"

"I know, Lils. Look, I'm sorry I was up late last night, but—"

"But what?" Lily interrupted. "Don't get snappish with me when I did nothing but show a little concern for your well being!"

"We'll I'm soooorry. I'm running on two hours of sleep and don't feel like being lectured by my girlfriend," said James, life coming to his eyes. Lily looked at him, her face turning red with anger. James was about to be reminded of her fiery temper.

"I wasn't lecturing you," she said angrily. "I was just trying to find out why you stayed up all night the night before Double bloody Potions!"

"We went to see Remus and helped each other finish the essay, I'm not a genius at potions like you and can't get the damn thing done in less than an hour!" James snapped.

Lily was proud he had finished it, but she wouldn't accept that tone of voice from anyone, especially not from her boyfriend. "You _are_ smart," she said. "If only you would apply yourself—"

"Thanks _mother_, but I'm doing fine. I've got top marks in all my classes—"

"Except Potions. You can't afford to slip if you want a good job when you're out of school," she said crossly. Sirius no longer had his head buried in his arms, and was watching the exchange with interest.

"When am I ever going to need to know how to make a potion to grow hair on my back?"

"Forget it, James," Lily said standing up. "I try to talk about a friend and you bite my head off. Look Potter, I understand you only got two hours of sleep but you don't have to take it out on _me_! I won't put up with you when you're like this."

"Like what?" he asked sharply.

"Acting like the total jerk you are," she said hastily.

"If I'm such a jerk then why did you agree to go out with me?" James said icily.

"I don't know, I ask myself that sometimes," she said, her voice low and dangerous. With that she left the Great Hall without looking back.

Sirius looked from the doorway to James, his jaw hanging open. He must be dreaming, there was no way that just happened! Lily and James hadn't fought like that since before they got together.

"What's _her_ problem?" James asked.

"No, what's _your_ problem, mate?" Sirius replied.

"So you're going to take her side on this?" James accused.

"No, I'm not taking anyone's side on this, but if you're going to bite my head off too then I'm gone," said Sirius. James glared across the table at his friend. "The world is _not_ out to get you today, James. You'll be in a better mood once you get some sleep."

"I'll be in a better mood when Lily stops asking about Remus's love life," said James moodily.

"It's not like she's going to leave you for him," said Sirius. "She's just trying to help him _not _screw things up with Julie."

"It's Riley."

"That's what I said, he doesn't want to screw things up with Riley," said Sirius, shrugging off his mistake as if he hadn't noticed.

James stared at his plate of food, lacking the energy to actually eat anything. After a minute or so of silence James let out a sigh. "I should probably go find her and apologize…"

"Maybe you should wait until you're awake so you don't make things worse," said Sirius.

"No, I'm fine…that argument woke me up…" he muttered.

"Good luck," said Sirius as James stood.

"Thanks, I'll need it," James replied before walking away.

James checked the library first but he didn't find her there, so he moved on to the common room. He enlisted the help of a third year girl to go up and see if she was hiding in her room, but once again she was not there. Then it came to him; Remus. In the past she would go to Remus whenever James was being an insufferably annoying git, maybe that's where she was now.

"Remus, hey Rem!" James called as he headed toward the curtained off area. When he rounded the corner he found Remus holding Lily as she cried. Remus looked up and held out a hand. James had to fight to keep down the jealous rage that threatened to cause him to explode.

"Lils," Remus said softly, his hand rubbing her back in small circles, "there's someone here to see you…"

"If it's that great prat, Potter tell him to bugger off because I don't want to be yelled at for worrying about him again," Lily said without lifting her head from Remus's shoulder.

Remus exchanged a look with James as he came closer and sat on the bed next to Lily. He took up her hand and kissed it gently. "Lily, please let me apologize," said James sincerely. "I'm sorry, I'm tired and snapped at you when I shouldn't have."

Lily lifted her head and dried her eyes. She wasn't crying out of sadness, she was crying out of frustration. Frustration brought on by James inconsistencies in emotion; one minute he could be as sweet as can be and the next, well…he could be a complete ass.

"Please, Lils it was a rough night and I shouldn't have taken it out on you," said James.

"No, you shouldn't have," said Lily crossly. Then after a pause she said, "Do you really think that I lecture you all the time?"

"No," he said seriously, "well, not _all_ the time…" he added teasingly. Lily glared at him, reminding him she was in no mood for jokes. "Sorry…" he muttered.

"I just don't understand you James," said Lily with a sigh. "It bothers me that you can be so sweet and nice to me one minute and someone completely opposite the next."

"I never really thought about it before," said James. "But I know I would never even think of treating you like Snivelly."

"I should hope not," said Lily. "I like my hair the color it is, thank you."

"The day he washes his hair is the day we leave him alone," said James in his defense.

"You're more complicated than a woman," Lily said with a snort. Her mood lightened despite her efforts to remain cross.

"Oh, and you aren't?" James asked, eyebrow raised. "Come on, let's go back to the Great Hall and I'll tell you what you wanted to know."

Lily nodded and looked to Remus. "Thank you," she said. "I know you don't like it when I rant about James."

"It's no problem," said Remus. "Someone has to listen about how insufferable James can be. Who better to complain then someone who knows first hand?"

"Hey!"

"Well…" Remus shrugged, "Who knows you better than Sirius and I?"

"He does have a point you know," said Lily.

"Yes, but must you make it so painfully obvious?" James asked.

Lily and Remus exchanged a look and both said "Yes," before bursting out with laughter.

"I see how it is," said James, trying to sound hurt. "Just call me names and tell me how annoying I am. Oh hey and while you're at it, you might as well blame me for _everything_…"

"Okay," Remus said with a shrug.

"Will do," said Lilly, kissing James on the cheek before she headed towards the exit. "Later, Rem."

"Bye, Lils. James, behave…" said Remus.

"Oh, I'll try," said James with a wink before following Lily to the door.

"Those two are nuts," Remus said out loud to himself. Then again, all of his friends were a little mental, but he wouldn't exchange them for the entire world.


	26. Chapter 26

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** I apologize for the long wait between chapters, the story is almost finished, I wrote the last bits of it this morning and am getting the last two chapters typed. Find it in your hearts to forgive me and review…

* * *

Chapter Twenty-Six

"Are we good?" James asked cautiously, the argument from breakfast still fresh in his mind.

"You're not going to randomly snap at me again today, are you?" Lily asked, no trace of humor in her voice.

James stopped her in her tracks and turned to stand in front of her. He took her hand in his and looked into her green eyes. Oh how easy it would be to lose himself in those eyes…

"No, not today, not tomorrow, and not next week," he said.

"What about next month?" she asked, allowing herself to smile.

"Well, that depends on the moon," he said.

"Say no more," she said. "I promise I'll try and be a bit more understanding." Lily smiled and gave him a quick kiss on the cheek. "So…what about Remus?"

They resumed walking hand-in-hand at a leisurely pace. "Well, it's not like he's a lifelong bachelor. The right girl is out there waiting for him somewhere…"

"But he's not a Ladies' Man like Sirius," said Lily.

"Exactly. You know how he's all smart and stuff."

"Right, stuff," she said, referencing his once a month furry problem.

"And, believe it or not, not to many girls are willing to accept that their boyfriend could become a furry, raging lunatic with huge claws once a month," said James.

"Let's not forget the teeth," Lily added. "James, I know all this already, why are you telling me what I already know?"

"No reason, just stalling," Lily glared at him. "Okay, okay I'm kidding! But other than us, you're the only other student that knows his secret."

"But he didn't tell me," she said. "I figured it out on my own."

"So did we — well, Sirius and I — but he admitted the truth to you, did he not?" asked James.

"Aye, he did," she said.

"And he asked you how you felt about it, right? How you saw him now that you know?"

"Yes, but what does that have to do with—?"

"You accept him as he is, and so do we. He's worried that a girl he hasn't really known as long as the four of us would tell the whole school if she found out. And he couldn't bring himself to trust anyone enough to date for more than a month."

"So he dumps them before the full moon?" Lily asked, starting to catch on.

"Exactly," said James. "He's too nice, always says he doesn't want to hurt anyone, and it's true. He sometimes dreads dating because he doesn't want to step on any toes."

"What about Riley?" Liv asked, the color draining from her face. She could already feel the guilt rising in her stomach for helping the two hook up.

"He'll probably drag this one out," said James. "When he _really_ likes a girl he'll keep her at bay until after the full moon. As soon as he's recovered enough he'll ask her out and then most likely dump her just before the next full moon."

"Does he do this often?" Lily asked. In all the years she knew him, they had never really talked about their relationships. Odd that she should notice this now.

"No, like I said, he doesn't like to hurt anyone," said James. "He only had two girlfriends last year and one the year before. That's it…"

"Oh Remus…" she said, feeling sorry for him. He was such a sweet guy, he deserved the best.

"Yeah, Sirius is really the only big dater in our group," said James, shifting the subject a bit.

"Oh really?" Lily said with a smirk. "It's not like I've _never_ seen you with some blond fan girl clinging onto your arm before…"

"So you noticed?" James asked with a grin. "I had hoped you would…"

"Of course I noticed. It meant that for at least a little while I wasn't being constantly asked out by you," said Lily. "It was a relief, really."

"Just admit it, you were jealous…" James teased.

"Of what? That you were sucking face with some dumb girl that cared more about her make up and hair then her school work rather than bothering me? Oh yeah, I was green with envy," she replied, her voice dripping with sarcasm as she rolled her eyes at James.

"I knew it!" exclaimed James, nearly jumping for joy. Lily rolled her eyes again. "What?" he asked when she suddenly stopped in her tracks.

"Uh, I just realized I left a book behind," she said, grabbing James' arm and dragging him in the opposite direction.

"But you didn't have any books with you," said James, stopping behind her.

"Whatever," she said. "Just please come this way," she pleaded, her eyes darting toward something or someone behind him.

James saw this odd behavior and turned around. Lily's shoulders slumped and she let out a sigh as James' eyes narrowed in malice.

"Don't even start Potter. I already know what you'll say," sneered Severus Snape. "Couldn't you at least _try_ and be more creative in your insults?"

"Ah, but if I don't use small words for you, you wouldn't be able to understand me," James said with an eerie smile.

They smirked and glared at each other while Lily fidgeted nervously. She was contemplating just walking away when Snape made his next move. "You thing you're pretty clever, don't you?" Snape hissed. "Putting me in the hospital wing like that."

"For once we did nothing to you," said James. He knew this confrontation was bound to happen sooner or later.

"Oh, and I'm sure you have a rock solid alibi too," said Snape sarcastically, rolling his eyes.

James opened his mouth but quickly snapped it shout. "He does," said Lily, stepping forward. "He was with me."

Snape turned to glare at her, "Anything any one of his friends does he can easily share their blame."

"I was with all four of them when they brought you into the Hospital Wing," Lily said calmly. "We were _in_ the Hospital Wing when they brought you. I know how difficult it is for you to admit it, but it was _your_ own mistake that put you there and you _know_ it." Their eyes met and Lily stared him down until Snape looked away.

With something like a growl Snape turned and headed in the opposite direction. Lily prepared herself for the onslaught of curses she was about to hear from James.

"Now he knows we were there!" James said, clearly upset. "Now he's going to be suspicious about us being there."

"You don't think he isn't already?" she shot back quickly. "Any person with two eyes and even the slightest hint of a brain can see that you four are up to something, and I'm not talking about mindless little pranks either," she snapped.

"He can't be trusted at all. He's bound to destroy Remus's life if he finds out," said James. "And if not Remus now, then he's definitely going to make some poor bloke miserable in the future."

"You're probably right, but life will have it's revenge on him eventually," said Lily calmly. "He'll get his in the end."

"Yeah, you're right..." James agreed, his shoulders slumped. He let out a sigh, "I am just too tired to be doing this today."

"Doing what?" Lily asked, watching him curiously. His sudden shifts in his moods always alarmed Lily and put her on edge slightly.

"Doing _this_. Going to class, walking, talking...even breathing!" he said hopefully.

"You exaggerate," Lily laughed.

"Do I? I can't tell...Hey, maybe I'm sleep walking!" he said sounding hopeful.

"Don't bet your life on it, you're awake and I know it," said Lily, unsure whether she should roll her eyes or laugh.

"Prove it,' he said, throwing her a sly glance and leaning closer.

"Shut up and get to class, Potter," she laughed, shoving him away from her playfully.

* * *

**A/N: **Three more chapters to go. Thanks for bearing with me over my absence from this story... You guys are awesome! 


	27. Chapter 27

**Title: **A Time For Change  
**Author Name:** DarkForest214  
**Rating: **PG-13  
**Spoilers:** "Transforming Thoughts"  
**Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.  
**Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** Not as long of a wait this time...Now if only the internet would work in my dorm room so I don't have to bring my lap top all the way to the basement of my dorm. Oh, and I'd like to note that this chapter was slightly inspired by the ShoeboxProject on LiveJournal. And that's what got me to finish this story, so here is Chapter Twenty-Seven. Enjoy…!

* * *

Chapter Twenty-Seven

Remus sat up in his bed. The Hospital Wing was dark and quiet. The only light came from the moon streaming in through the windows, the only sound was the sharp click of a lock being picked. Remus groaned as he let himself fall back against his pillow. He closed his eyes and listened for the muffled voices and shuffling footsteps of his friends. Instead he heard only the light pitter-patter of a single person trying their hardest to be as quiet as humanly possible.

His mind quickly analyzed the situation._ James and Sirius had to be too exhausted to visit and the footsteps were not theirs. Their sneaking—avoiding detection at all costs—footsteps sounded very different. Perhaps it was Lily, the delinquent was dainty sounding enough to be a girl. Wait, Riley...no...she wouldn't! _Remus sat up again as the footsteps came to a stop nearby.

"Oh good, you're awake!"

_She did._ Riley stood in front of him with a smile on her face that one only gets when breaking school rules. "I'm sorry," he said unexpectedly.

"For what?" she asked, looking utterly confused.

"For calling you a delinquent in my thoughts," he said quickly. "Well, not you exactly, but the visitor—the person I heard sneaking in, I...er...I guess that's you. I'm sorry."

Neither of them moved, then Remus blinked, she was smiling. In fact, she was fighting back laughter. He hadn't thought what he said was spoken in English, let alone humorous. Her laughter was music to his ears. _It's not a barking laugh like Sirius, or the infectious laugh of James. Nor is it like—no! Stop analyzing everything!_ His mind snapped, reprimanding him severely.

Remus smiled and leaned back, adjusting himself so he could see her better in the silver glow of the wanning moonlight. _Moonlight, waxing, wanning, new moon, full—STOP IT! SHUT UP, SHUT UP, SHUT UP! Go on, say something clever... _"Why don't you have a seat?" he asked aloud, trying to ignore the internal dialog. _You call that clever?_ The little voice in his head asked. Oddly enough that little voice sounded rather like Sirius...

Riley smiled and obligingly sat down. "Surprise," she said simply.

"Surprise," Remus repeated in agreement. "So, what brings you here at this early hour of the morning?" he asked.

"You know, most would call this time 'late at night' not 'early morning,'" she said, tucking one foot under her other knee.

"I guess that sets me apart from other people then," said Remus, still searching for something witty to say. "But that still doesn't answer my question. What are you doing here? You could get in trouble if you're caught sneaking about after hours."

"Stop thinking like a prefect, Remus. I'd say since you _are_ in the Hospital Wing you're off duty," she said, staring at her hands absently in the dark.

"But I'm not even supposed to be in here anymore," said Remus, sitting up a little straighter. "Pomfrey was supposed to release me this afternoon."

"And why didn't she?" Riley asked purely out of curiosity.

_Think fast. Lie to her,_ the Sirius sounding voice said in his mind. Instead Remus shrugged and mumbled something about having a headache earlier. He groaned internally, not even he believed that story.

"And tomorrow? Will you be out by then?" she asked.

"I should hope so," said Remus. "Goodness knows I don't want to spend all month in here," he added. He imagined Sirius letting out a groan and burying his head in his hands after that one. And he had to agree, even if that odd little Sirius Voice was invading at a rather odd time. He looked down at his hands, which were folded neatly in his lap and tried his hardest to keep his mouth shut. _Just let her do the talking,_ Sirius Voice said in his head. Remus could feel himself getting irritated at that little voice, maybe the longer he stayed in the Hospital Wing the more mental he became.

"I was thinking about you earlier today,"Riley said suddenly. Remus imagined she was blushing in the moonlight but was too embarrassed to look up.

"Oh yeah?" he asked, glad for the cover of darkness that covered his blushing too.

"Yeah," she admitted. "I, um...well, I was just, er...You know how easy it is to get distracted in History of Magic..." she said, suddenly very self conscious.

Silence reigned once more. _SAY SOMETHING!!!_ His inner Sirius screamed. "I thought about you too," admitted finally. "But, er, there wasn't much of anything else going on, but it's not like you were the _only_ thing I was thinking about. I was also thinking about homework and potions, and making sure my library books got back on time. I was just doing a lot of thinking and you just happened to enter my mind. So did Sirius and James, Lily and even Peter and Snape!" _FOR THE LOVE OF BOOKS MOONY, SHUT UP!_ "But then I started thinking about food, which only made me hungry, and—" Riley reached forward and covered his mouth with her hand, quieting him almost instantly. "I guess I was rambling a bit," he said sheepishly when she removed her hand.

She smiled and nodded, "Just a bit," she said sarcastically before breaking out in laughter.

"I'm sorry," he said. "I don't know what got into me. Lack of human contact over the past few days, I suspect. Or because a beautiful and smart girl broke the rules and broke into the Hospital Wing just to see me..." he added. _Finally, you're getting somewhere,_ Sirius Voice said, although now it was beginning to sound more like his own.

"Well, I couldn't sleep, and I haven't been to the library to check out some new books yet, so I thought why not just come and visit you? So, here I am!" she finished with a smile.

"And was it worth the risk of getting caught?" he asked, taking up her hand in his.

She cocked her head and looked to the ceiling, looking rather thoughtful for a moment before a mischievous grin spread across her lips. Without warning she leaned forward and kissed him.

Startled, Remus almost pulled back instinctively but Sirius Voice returned with a vengeance. _Kiss her back you fool!_ And he did. But as suddenly as the kiss had begun, it just as abruptly ended when Riley pulled back. "Now I would have to say that it was worth the risk," she said with a small smile. "I like you, Remus Lupin," she said, standing up to leave. "Goodnight."

"I like you too, Riley Wolfe," he said with a groan after he heard the Hospital Wing doors click shut. _Now you'll never get to sleep,_ the Sirius Voice taunted. "Oh bugger off," he said aloud before burying his head under his pillow.

That night his dreams were full of awkward moments, stolen kisses and Sirius's constant narration. One of the few things he remembered of his dreams in the morning was the strong urge to punch Sirius Black in the nose.

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**A/N:** Read, Review, Flame...Take your pick and do your worst! (And to my loyal reviewers/readers...I love you all!) 


	28. Chapter 28

**Title: **A Time For Change  
**Author Name:** DarkForest214**  
Rating: **PG-13**  
Spoilers:** "Transforming Thoughts"**  
Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.**  
Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_  
**Author's Note:** Sorry, I meant to post this yesterday... Enjoy and I'll post the last chapter in two weeks upon my return to the land of normal…

* * *

Chapter Twenty-Eight

"Moony, you're out!" Sirius exclaimed at the breakfast table the next morning.

"How are you feeling?" James asked.

"Because you look awful,"Peter added unnecessarily.

"I'm fine," Remus lied. "I just couldn't sleep last night, that's all." _Remus Lupin does not get angry, _he reminded himself. _Remus Lupin does not punch Sirius Black in the nose. Remus Lupin does not—_

"Stoop glaring at me like that Moony," said Sirius.

"He looks like he wants to eat Sirius," Peter whispered not-so-discreetly to James.

"More like he's going to punch him," James whispered back. "Rough night, mate?" he asked Remus.

"Aye, I had a visitor last night," said Remus, stabbing violently at a piece of sausage. "Riley was out after hours and broke in to see me."

"But that's a _good_ thing, mate!" said Sirius, reaching across the table to pat Remus on the shoulder.

"Not if a little voice in your head won't leave you alone," grumbled Remus to himself, glaring once more at Sirius.

"Have you gone mad?" Peter asked simply around a mouthful of toast.

"Possibly," Remus shrugged. "But it was like having _him_," he pointed forcefully towards Sirius, "beside me shouting his smart arsed comments in my ear."

"Oh man, I'm sorry," said Sirius. "I didn't tell you to say something stupid, did I?" Sirius asked earnestly.

"Not entirely," Remus admitted, looking around briefly and lowering his voice he continued, "I have to end things with her," he unwillingly admitted. "She told me last night that she likes me."

"Do you like her?" asked Peter.

"Yes," Remus groaned miserably in response.

"Well there are many ways to do this," said Sirius, digging through his schoolbag. Pulling out a small book he began to flip through it.

"What's that, Padfoot? Your diary?" asked James.

"Bugger off," said Sirius. "Ah, here it is...So how do you want to do it? Avoidance? Ignoring her? Or using the old 'I like you, but...' excuse? Or by just moving on to some other bird?"

"What?" Remus asked, looking utterly confused.

"Well, avoidance can be difficult; although it's a big school, she's in the same year and you share a few classes with her," said Sirius, approaching the situation like a Quidditch game plan. "Ignoring her _might_ work, but you yourself said that you like her, which sort of complicates things."

"Just a bit," James nodded in agreement.

"You would have to pretend she does not exist," Sirius continued. "Never looking at her, but through her. Ignoring her voice and notes and girlish charms. It's tough, but it works if you can stick with it."

"And he called me mad!" Remus muttered to James.

"But he's had more girlfriends than the two of us combined," James replied. "Sadly, I think he knows what he's talking about."

"The 'it's not you, it's me' approach, also known as the 'I like you, but...' excuse might work, except you need to have a damn good excuse," Sirius continued. "I like you, but I'm not ready for a commitment right now, I'm chronically ill and I don't want to burden you with my weaknesses."

"Nice one," said James.

"This is absolutely horrid! You're discussing a break up as if it was as common as the weather report in the Daily Prophet!" said Remus. "Besides, she's not even my girlfriend, so why do I have to break up with her? I just need to keep things from going any further."

"Then what's the problem?" asked Sirius. "Why am I giving you advice on breaking up with a bird that isn't even your girlfriend?"

"Because I need to keep things from going any further," repeated Remus.

"Knowing you the moving on and fancying another girl is not the way to go," said Sirius.

"That would only end in disaster," agreed Remus.

"All right then, here's what you can say..." Sirius drilled the lines into Remus's head all day until he had it memorized and could say them in his sleep. And by the end of the day he had resigned himself to his fate.

* * *

**A/N: **Sorry it's a bit of a short one this time around... 


	29. Chapter 29

**Title: **A Time For Change**  
Author Name:** DarkForest214  
**Rating: **PG-13**  
Spoilers:** "Transforming Thoughts"**  
Summery:** Sequel to "Transforming Thoughts." Follow Lily and James in their new relationship while keeping an eye on their mischievous friends Remus Lupin and Sirius Black.**  
Disclaimer: **I do not own any of these characters or Hogwarts School. I did not write this to try and make money. I am not stealing from JKR and the publishing companies and whatnot… I own _nothing!_**  
Author's Note:** I am _sooooo so _sorry I never posted the last chapter after getting back from vacation. I meant to post this a month ago! Please find it in your hearts to forgive me and enjoy the last chapter…

* * *

Chapter Twenty-Nine

The sun rose the next morning and burned away the fog and dried up the dew. It was business as usual at Hogwarts. Then the post came. There were several screams and gasps as students read the front page of the Daily Prophet. A few students ran from the Great Hall in tears.

"James, read it out loud, don't just gape at the front page like a fish!" Remus urged, aware of the reactions to the news around him.

"I don't believe it! I won't believe it... I can't!" muttered James.

"Believe what?" asked Sirius, sounding irritated.

"I can't believe it!"

"Give me that," Sirius snapped, as he snatched the newspaper right out of James' hands. He read through the article once before reading it aloud. "In the early hours of the morning several explosions were heard throughout London and Diagon Alley by wizards and muggles alike. Several Ministry Officials were found either dead or insane in their homes, and it appears several muggles were killed in these attacks as well. The Minister of Magic refused to release any details on these attacks at this time but here is what he said in a press conference this morning:

'We are doing everything in our power to find the ones responsible and to bring them to justice. We will release the names of the victims at a later date. In the meantime please take precautions at all times and be alert and aware of your surroundings. If you see the Dark Mark above any dwelling or place of business contact authorities immediately and get out of the area," Sirius paused and showed them the photo on the front page.

"The dark mark..." James mused.

"This is just the first attack, and I'm sure it's not the last," said Sirius. "Just look at the smug faces of those slime balls at the Slytherin table"

"Why?" Peter asked, his mouth hanging open in shock. "Why would anyone do something like this?"

"It's amazing what hatred and fear can do," said Remus.

"I should have known something like this would happen," Sirius muttered angrily.

"None of us could have known," said James, trying to calm the storm brewing behind Sirius' eyes.

"You don't understand, I have overheard my crazy mother talking about the rise of a dark wizard calling himself the Dark Lord. Someone that would get rid of muggleborns for good," Sirius said quickly, his voice low and dangerous.

By this time the noise level in the Great Hall had become almost unbearable as the news spread like wildfire among the house tables. Dumbledore rose from his seat and waited patiently for the Great Hall to quiet down and soon—after several minutes of McGonagall glaring at everyone—the roar was reduced to a whimper and Dumbledore spoke. "Please try and remain calm. Your professors and I feel it is best to continue with your studies as it is best to carry on with a sense of normalcy in the face of disaster. I am not asking you to ignore what happened, but to attempt to learn something in your lessons today. As we speak, owls are getting ready to send out with notices to your families, reassuring them of your safety. Although this is very devastating news and a tragic loss to us all I advise you to not let it interfere with your studies. If anyone feels the need to talk to either myself or any one of the staff members please feel free to do so," he sat back down and the low murmur once more grew to a roar. But the roar of the crowd soon died down again as students dispersed to their classes.

"And to think," Sirius muttered to Remus, "you were going to have that talk with Riley today..."

"Hush Padfoot. I know," Remus hissed. "It'll just have to wait, I guess."

"Look alive man, 'cause here she comes!" said James, nudging Remus a little harder than necessary with his elbow.

"Oy Remus," Riley called out through the crowded Entrance Hall. "Let's talk before dinner, O.K.?"

"Sure, there was—"

"Great, I'll see you later," she said before disappearing down a flight of stairs.

"C'mon Moony, my dearest love awaits," said Sirius, grabbing Remus by the arm.

"Yeah, and I know how McGonagall will react if we're late," added James, rolling his eyes.

"She's a feisty one, that's for sure," Sirius winked.

"Can we please make it to class without any inappropriate conversations about our professors?" asked Remus. "Hey, where's Peter?"

"We got separated in the Great Hall," said James.

"He wanted to remain with _his_ dearest love," added Sirius.

"Sausages and eggs?" asked Remus.

"Nope, bacon and ham!" said James.

"Does this not bother you?" Lily asked. She had been walking quietly behind them holding her tongue and lost in her thoughts.

"Not really," said James. "We've known of Peter's love of food since third year."

"Second year at least," corrected Sirius.

"James, Remus, Sirius—"

"Why am I always last?" Sirius interrupted.

"At least a dozen wizards were killed last night and you're making jokes?" Lily continued as if she hadn't heard him. "I'd almost expect this from Sirius and James, but _you_ Remus?"

"Lily, we all have our own ways of dealing with grief," said Sirius, a somber and serious look on his face. "We just happen to do it in the privacy of our own dorm."

"At which point Sirius will explode with anger towards his pureblood fanatic family. James will be wrought with grief by the injustice done to those that were killed. And I will worry and wonder in silence, writing my thoughts down and avoiding confrontation, making sure these two don't explode," said Remus matter-of-factly. Sirius and James nodded, he had described their thoughts accurately. "So, if you want to see us being completely miserable than I suggest you stop by tonight after dinner. But until then, let us be merry and bolster the spirits of those around us," said Remus more harshly than he intended.

Lily stopped dead in her tracks and eyed the three boys warily. She knew Remus was right. He _had_ to be. Now that she was aware of their true feelings she could see their moods reflected in their movements. Remus's usual straight and studious posture was slumped. The regal air Sirius normally carried himself with seemed coiled and ready to pounce on the first Slytherin that crossed his path. While James' typically bouncy and energetic step was slow and shuffling.

Time dragged on that day. Very few students ate lunch, some nibbling on bread without an appetite, awaiting anxiously for news from their families. Classes seemed to last an eternity, but before the end of them several students had gone to the Hospital Wing in tears while several others prepared to go home.

Just before diner Remus met with Riley in a deserted classroom. He eyed her warily, the lines he had rehearsed with Sirius running through his head and becoming jumbled in the process. She looked distraught, the usual cheerfulness gone from her eyes. _'Perhaps she's lost some family members,'_ Remus dared to think.

"Thanks for meeting with me on such short notice," said Riley, sitting down in a nearby chair.

"Oh, it's not a problem. I understand it's harder to find me when I am not in the Hospital Wing," said Remus, laughing nervously.

Riley smiled briefly, but her smile disappeared the moment she began to speak. "I told you the other night that I like you."

_'Uh-oh,' _Remus thought, _'she's going to guilt me into being with her...'_ "I like you too, but—"

"Don't Remus, you'll only make this harder for me than it already is," Riley interrupted. "I received a letter from my father saying my grandparents and two of my young cousins were killed in the attacks. I can't see you anymore, even though I like you. I don't want to force my burdens on to you. I can't use you as a crutch. I can't—" her voice broke as she fought back tears. "I just don't want to get attached because right now I can't bear any more losses."

"I understand," he said, throwing Sirius's words right out the window. "And I don't want to hurt you. I think you're right, we shouldn't do this," said Remus, a sense of loss already welling up in his chest. "I just want you to know that I had fun while it lasted," he added rather lamely.

"Stop Remus, you're making this harder than it should be," she cried out. "I'm sorry but once we leave this room I am going to forget about all of this. Forget about being happy, forget about how the mere thought of you used to make me smile. It should be easy right? I mean, we weren't even dating. I'm just going to forget about you and I think you should just forget about me," she said rather harshly. "We'll just go about our normal lives and prepare for war, because those responsible _will_ be punished."

The look of fiery determination in her eyes alarmed Remus. She was so quiet, so peaceful. But this girl was not to be messed with. Remus stood and moved to the door. "I'm sorry for your loss," he said softly. "I know how it feels. I lost my father when I was younger..." She nodded her thanks and he left. "Goodbye Miss Wolfe, it was nice knowing you..."

That night at dinner Remus told them what had happened with Riley and they all agreed that he had handled it well. Even Lily felt he had handled the situation as best he could, given the circumstances. After their measly meal the four boys prepared themselves to finally let go of all of the emotions that had built up during the day.

Their dormitory was eerily silent. Remus sat in a chair reading a book while Sirius paced around the room. _'A time bomb ready to explode at any minute,'_ Remus thought. James sat at his desk, his eyes tracing Sirius's movements as his thoughts raged on silently in his head. Peter was lying on his bed starring straight up. He was most likely asleep. _'Sirius will be the first to go. He'll just explode...any minute now...any—oh I can't take this, he's too distracting.'_ "Sirius, do you mind? I'm trying to read but it's a little hard to concentrate with you burning a hole into the floor." _'That ought to do it. Explosion in three...two...one...'_

"Oh, _I'm_ being distracting am I? I'm so _sorry_ that the attacks are driving me mad while you're sitting there calmly trying to _read_. How _inconsiderate_ of me to be thinking of the dead!" Sirius snapped. James eyed Remus almost thankfully and Peter propped himself up so he could see better.

Remus slowly and deliberately marked his place and set the book in his lap, folding his hands neatly on top, Sirius glaring at him the entire time. "Yes, I have thought of the dead. I grieve for those we know who lost someone. But I also know that if we ignore the things we've learned and rush into things blindly we risk causing more damage than good," Remus said calmly.

"Newsflash Remus, we can't really do anything while we're stuck in this school!" Sirius said, his voice growing louder.

"What are you going to do about it? Drop out?" Remus asked. "It will be very easy for those dark wizards to defeat you if you've never completed your training here."

"I can hold my own against a dark wizard," Sirius spat. "I grew up with them. I was the pride and joy of my mother and the heir to the throne so to speak. I _can _hold my own."

"Really, 'cause you're shite against a werewolf—which is considered a dark creature," Remus replied.

"Against fully trained wizards with more years of experience and more knowledge of the dark arts than even you, your highness?" James asked, joining in at last.

Sirius glared at them both, "My mum and dad probably knew. They could have been _involved_ for all I know. Hell, at least half my family was probably involved!" Sirius nearly shouted. "These are proud purebloods, you don't want to underestimate them."

"What are going to do? Ask Regulus if he knows anything about this?" James asked. "From the looks on their faces this morning, the Slytherins know something."

"I could just pound his face in right now if he crossed my path. That spineless little twerp will end up joining them just to please mum and dad, and to live up to the hopes they had for me," said Sirius, beginning to pace again.

"Join who? Does this group have a name?" James asked, leaning forward in his chair.

"I overheard mum talking once, well screaming at Regulus really, but apparently they call themselves Death Eaters," said Sirius. "And their master is not one to be messed with."

"You should go to Dumbledore with what you know," Remus said quietly.

"NO!" Sirius shouted, causing Remus to start. "No, I will not tell him what he already knows. I _will not_ add myself knowingly to Voldemort's hit list."

"Voldemort?" said Remus.

"We've heard that name before," added James. "Doesn't he call himself the Dark Lord?"

"Aye, and you'd be better off not saying his name aloud," said Sirius. "There has been talk of him growing over the past few years. Going about and finding supporters amongst the purebloods. Preaching on the uselessness of muggles and muggleborns or halfbreeds. He has been gathering supporters for years. His list of allies are growing as we speak."

"What can we do about it?" Peter asked.

"Not much if you drop out of school," Remus said smugly.

"The Death Eaters," James mused. "I bet Snape will join their ranks after school," he said and Sirius agreed.

"If only there was more than just the Aurors fighting them. A secret order fighting for what's right," Remus thought aloud. "A group as secret as the Death Eaters, but fighting for peace and justice."

"I'm sure Dumbledore has already thought of it," said James.

"Your turn," Remus said suddenly to James.

"What?" he asked slightly taken aback.

"It's your turn. Sirius has vented, and I'd rather not have you explode in your sleep," said Remus. "Lily would never forgive me if I knew it could have been avoided."

"They were innocent," he said simply. "Just because they are muggleborns does not make them inferior to those who boast of bing pureblood. Plain and simple it's not acceptable." He stood and moved to his bed, laid down and curled up on his side, his back to Remus and Sirius.

Sirius stopped pacing and flopped unceremoniously onto his bed and stared moodily at the ceiling. Remus picked up his book and continued reading as silence reigned once more.

"Everything is going to change, isn't it?" Remus asked quietly after a few minutes of staring blankly at the page.

"Yes," James grumbled from his bed.

"But don't let it get to you, Moony," said Sirius. "We're marauders through and through."

Remus smiled and silently hoped Sirius was right. The calm before the storm... these attacks were only the beginning. It truly was a time for change.

_The End._

_ DarkForest214_


End file.
